KEYSIGHT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2017 KEYSIGHT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1400 Fountaingrove Parkway Santa Rosa CA (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (800) (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 1.01 Entry into a Material Definitive Agreement. On March 22, 2017, Keysight Technologies, Inc. (the Company ) entered into an underwriting agreement (the Underwriting Agreement ) with Goldman, Sachs & Co., as representative of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (the Underwriters ), pursuant to which the Company agreed to sell 11,428,571 shares of its common stock, par value $0.01 per share (the Common Stock ), to the Underwriters. The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. In connection with the offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,714,285 shares of its Common Stock, solely to cover over-allotments, if any (the Overallotment Option ). On March 24, 2017, Goldman, Sachs & Co., as representative of the Underwriters, notified the Company that the Underwriters had elected to exercise the Over-allotment Option in full. As a result, the Company offered 13,142,856 shares of its Common Stock, including 1,714,285 shares for which the Over-allotment Option had been exercised in full, pursuant to the Company s effective shelf registration statement on Form S-3 (No ). The offering closed on March 28, The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. Certain of the Underwriters and/or their affiliates are lenders and/or agents under the Company s revolving credit facility and the term loan facility that the Company may draw upon in connection with the Company s contemplated merger with Ixia. In particular, an affiliate of Goldman, Sachs & Co. is the administrative agent and a lender under each of the Company s revolving credit facility and term loan facility. Certain of the Underwriters and/or their affiliates may also act as underwriters for any debt financing that the Company may pursue. In addition, the Underwriters and/or their affiliates have agreed to provide the Company with a bridge loan commitment. Goldman, Sachs & Co. is also providing financial advisory services to the Company in connection with its contemplated merger with Ixia for which they are receiving customary fees and expenses. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein. The description of the Underwriting Agreement herein does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement.

3 Item 9.01 (d)exhibits. Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of March 22, 2017, between Keysight Technologies, Inc. and Goldman, Sachs & Co., as representative of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC. 5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto).

4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 28, 2017 KEYSIGHT TECHNOLOGIES, INC. By: /s/ Stephen D. Williams Name: Stephen D. Williams Title: Senior Vice President, General Counsel and Secretary

5 Exhibit No. EXHIBIT INDEX Description 1.1 Underwriting Agreement, dated as of March 22, 2017, between Keysight Technologies, Inc. and Goldman, Sachs & Co., as representative of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC. 5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto).

6 Exhibit 1.1 KEYSIGHT TECHNOLOGIES, INC. Common Stock, par value $0.01 per share Underwriting Agreement March 22, 2017 Goldman, Sachs & Co., As Representative of the several Underwriters named in Schedule 1 hereto 200 West Street, New York, New York Ladies and Gentlemen: Keysight Technologies, Inc., a Delaware corporation (the Company ), proposes, subject to the terms and conditions set forth in this agreement (this Agreement ), to issue and sell to the several underwriters named in Schedule 1 hereto (the Underwriters ), for whom you are acting as representative (the Representative ), an aggregate of 11,428,571 shares (the Firm Securities ) and, at the election of the Underwriters, up to 1,714,285 additional shares (the Optional Securities ) of the common stock, par value $0.01 per share (the Common Stock ) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 1(a) hereof being collectively called the Securities, and the offer and sale of the Securities hereunder, the Equity Offering ). The Company has entered into an Agreement and Plan of Merger, dated as of January 30, 2017 (as it may be amended or supplemented from time to time and together with all exhibits, schedules and attachments thereto, the Merger Agreement ), with Ixia, a California corporation (the Acquired Company ) and, following the joinder thereof on February 2, 2017 in accordance with the terms of the Merger Agreement, Keysight Acquisition, Inc., a California corporation ( Merger Sub ), pursuant to which Merger Sub will merge with and into the Acquired Company, with the Acquired Company continuing as the surviving corporation and a wholly owned subsidiary of the Company. In connection with the Acquisition, the Company also (a) intends to offer certain debt securities of the Company in another transaction after the date hereof (the Debt Offering ), (b) has entered into an amendment, dated as of February 15, 2017 (the Revolving Facility Amendment ), to the Credit Agreement, dated as of September 15, 2014, among the Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (the Credit Agreement ), and will make borrowings under the Credit Agreement, as amended by the Revolving Facility Amendment (the Revolver Financing ), (c) has entered into and will make borrowings under a senior unsecured term loan facility, dated as of February 15, 2017, between the Company, the lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent (the Term Loan Facility and, such transaction, the Term Loan

7 Financing ) and (d) may enter into and make borrowings under a senior unsecured 364-day bridge loan facility, between the Company, the lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent (the Bridge Loan Facility and, such transaction, the Bridge Loan Financing ). The Equity Offering, the Debt Offering, the Revolver Financing, the Term Loan Financing, the Bridge Loan Financing and the Acquisition are collectively referred to herein as the Transactions. The Merger Agreement, the Credit Agreement, the Revolving Facility Amendment, the Term Loan Facility and the Bridge Loan Facility are collectively referred to herein as the Other Transaction Documents. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 1. Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, (i) at a purchase price per share of $35.00, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, at the purchase price per share set forth in the immediately preceding sentence, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 1,714,285 Optional Securities, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Representative to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representative but in no event earlier than the Initial Closing Date (as defined in Section 1(c) hereof) or, unless the Representative and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. 2

8 (c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine & Moore, LLP, 825 Eighth Avenue, New York, New York 10019, at 10:00 A.M., New York City time, (i) with respect to the Firm Securities, on March 28, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing and (ii) with respect to the Optional Securities, on the date specified by the Representative in the written notice given by the Representative of the Underwriters election to purchase such Optional Securities, or such other time or place on the same or such other date as the Representative and the Company may agree upon in writing, but in no event earlier than the Initial Closing Date or, unless the Representative and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. The time and date of such payment and delivery of the Firm Securities is referred to herein as the Initial Closing Date, the time and date of such payment and delivery of Optional Securities, if not the Initial Closing Date, is referred to herein as the Additional Closing Date and each such time and date of payment and delivery is referred to herein as a Closing Date. (d) The Securities to be purchased by each Underwriter hereunder at each Closing Date, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, through the facilities of The Depository Trust Company ( DTC ), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price for the Securities to be purchased on such Closing Date by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for inspection and packaging by the Representative at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. 2. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that: (a) ShelfRegistrationStatement.An automatic shelf registration statement as defined under Rule 405 under the Securities Act of 1933, as amended (the Securities Act ) on Form S-3 (File No ) in respect of the Securities has been filed with the Securities 3

9 and Exchange Commission (the Commission ) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the Basic Prospectus ; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a Preliminary Prospectus ; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the Registration Statement ; the Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale (as defined in Section 2(c) hereof), is hereinafter called the Pricing Prospectus ; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(a) hereof is hereinafter called the Prospectus ; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange Act of 1934, as amended (the Exchange Act ), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. (b) PreliminaryProspectus.No order preventing or suspending the use of any Preliminary Prospectus or Issuer Free Writing Prospectus (as defined below) has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company does not make any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Preliminary Prospectus. 4

10 (c) PricingDisclosurePackage.For the purposes of this Agreement, the Time of Sale is 5:45 p.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus (collectively with the pricing information set forth on Annex A hereto, the Pricing Disclosure Package ) as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company does not make any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Pricing Disclosure Package. (d) IssuerFreeWritingProspectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, authorized, approved or referred to and will not make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an Issuer Free Writing Prospectus ) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A(I) hereto which constitute part of the Pricing Disclosure Package, and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representative. Each Issuer Free Writing Prospectus referred to in clauses (iv) and (v) above or listed on Annex A(II) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, as supplemented by and when taken together with the Pricing Disclosure Package as of the Time of Sale, did not, and at each Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company does not make any representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus. (e) RegistrationStatementandProspectus.The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that the Company does not make any representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein. 5

11 (f) IncorporatedDocuments. The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, including, to the knowledge of the Company, the documents filed by the Acquired Company, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) FinancialStatements. The financial statements and the related notes thereto of the Company and, to the knowledge of the Company, the Acquired Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of each of (i) the Company and its subsidiaries and (ii) the Acquired Company and its subsidiaries, as applicable, in each case as of the dates indicated, and the results of their respective operations and the changes in their respective cash flows for the periods specified; such financial statements, including, to the knowledge of the Company, the financial statements of the Acquired Company, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, including, to the knowledge of the Company, those of the Acquired Company, present fairly the information required to be stated therein; the pro forma financial information of the Company, and the related notes thereto, included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus fairly present in all material respects the information therein, has been prepared in accordance with Regulation S-X under the Exchange Act and provide a reasonable basis for presenting the significant effects of the transactions and circumstances referred to therein, and the assumptions used in preparation thereof, in the reasonable judgment of the Company s management and subject to the qualifications contained therein, are reasonable; the related pro forma adjustments give appropriate effect to the assumptions made and the pro forma financial information reflects the proper application of such adjustments to the corresponding historical financial information in accordance with Regulation S-X under the Exchange Act; the other financial information of the Company and the Acquired Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries or the Acquired Company and its subsidiaries, as applicable, and presents fairly the information shown thereby; and all non-gaap financial information included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, if any, complies with the requirements of Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. 6

12 (h) NoMaterialAdverseChange. (i) NoCompanyMaterialAdverseChange.Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, (i) there has not been any change in the capital stock or consolidated longterm debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change in or affecting (A) the business, properties, financial position, management, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or (B) the ability of the Company to consummate the transactions contemplated by this Agreement or the other Transactions; (ii) except for the Transactions, neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority; except in each case as otherwise disclosed in the Pricing Prospectus. (ii) NoAcquiredCompanyMaterialAdverseChange.Since the date of the most recent financial statements of the Acquired Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, to the knowledge of the Company (i) there has not been any change in the capital stock or consolidated long-term debt of the Acquired Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Acquired Company on any class of capital stock, or any adverse change material to the Acquired Company and its subsidiaries, taken as a whole (A) that would reasonably be expected to result in a material adverse change in or affecting the business, properties, financial position, management, stockholders equity, results of operations or prospects of the Company, the Acquired Company and their respective subsidiaries, taken as a whole (the Combined Company ), or (B) in or affecting the ability of the Acquired Company to consummate the transactions contemplated by this Agreement or the other Transactions; (ii) neither the Acquired Company nor any of its subsidiaries has entered into any transaction or agreement that would reasonably be expected to be material to the Combined Company or incurred any liability or obligation, direct or contingent, that would reasonably be expected to be material to the Combined Company; and (iii) neither the Acquired Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that would reasonably be expected to be material to the Combined Company; except in each case as otherwise disclosed in the Pricing Prospectus. 7

13 (i) OrganizationandGoodStanding. Each of the Company and its significant subsidiaries and, to the knowledge of the Company, the Acquired Company and its significant subsidiaries, in each case as such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act (with respect to the Company or the Acquired Company, as applicable, the Significant Subsidiaries ), has been duly organized and is validly existing and in good standing under the laws of its respective jurisdictions of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or lease of property or the conduct of its respective business requires such qualification, and has all power and authority necessary to own or hold its respective properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position, management, stockholders equity, results of operations or prospects of the Company and its subsidiaries or the Combined Company, as applicable, in each case taken as a whole, or on the performance by the Company of its obligations under the Securities (any such material adverse effect with respect to the Company and its subsidiaries or the Combined Company, a Material Adverse Effect ). The subsidiaries listed in Exhibit 21.1 to the Company s Annual Report on Form 10-K, filed with the Commission on December 19, 2016, are the only Significant Subsidiaries of the Company. To the knowledge of the Company, the subsidiaries listed in Exhibit 21.1 to the Acquired Company s Annual Report on Form 10-K, filed with the Commission on March 1, 2017, are the only Significant Subsidiaries of the Acquired Company. (j) Capitalization. (i) As of January 31, 2017, the Company and its subsidiaries (on a consolidated basis) had the issued and outstanding capitalization as set forth in the Pricing Prospectus and the Prospectus under the heading Capitalization (under the Actual column) and (ii) the Pro Forma column under the heading Capitalization set forth in the Pricing Prospectus and the Prospectus fairly presents in all material respects information therein and the assumptions used in preparation thereof, in the reasonable judgment of the Company s management and subject to the qualifications contained therein, are reasonable. All the outstanding shares of capital stock or other equity interests of (A) each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors qualifying shares and except as otherwise described in the Pricing Prospectus) and (B) each subsidiary of the Company and, to the knowledge of the Company, each subsidiary of the Acquired Company, are, except as disclosed in the Pricing Prospectus, owned directly or indirectly by the Company or the Acquired Company, as applicable, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. (k) UnderwritingAgreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all action required to be taken for the due and proper authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated thereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company. (l) TheSecurities. The Securities to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized by the Company and, when issued 8

14 and delivered against payment therefor as provided herein, will be duly and validly issued and outstanding and fully paid and non-assessable and will conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Securities is not subject to any preemptive or similar rights. (m) OtherTransactionDocuments.Each of the Other Transaction Documents (other than the Bridge Loan Facility) has been duly authorized, executed and delivered by the Company in accordance with its terms and is, and the Bridge Loan Facility has been duly authorized by the Company and, when and if duly executed and delivered in accordance with its terms by each of the parties thereto, will be, a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (n) DescriptionsoftheTransactionDocuments. Each of this Agreement and the Other Transaction Documents (collectively, the Transaction Documents ) conforms or, when duly executed and delivered in accordance with its terms, will conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. (o) NoViolationorDefault. Neither the Company nor any of the Company s subsidiaries nor, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is a party or by which the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clause (i) (solely with respect to foreign subsidiaries that are not Significant Subsidiaries), and clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (p) NoConflicts. The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and the compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, as applicable, is a party or by which the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of the Company or any of its subsidiaries or the Acquired Company or any of its subsidiaries, as applicable, is 9

15 subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, as applicable, or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority by the Company or, to the knowledge of the Company, the Acquired Company, except, in the case of clause (i), clause (ii) (solely with respect to foreign subsidiaries that are not Significant Subsidiaries) and clause (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (q) NoConsentsRequired. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority or under any of the Other Transaction Documents is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) that have already been obtained or made, (ii) as may be required under applicable state or foreign securities laws in connection with the purchase and distribution of the Securities by the Underwriters, (iii) that have been obtained or made or as may be required by the Financial Industry Regulatory Authority, Inc. ( FINRA ) or under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters, and (iv) that, if not obtained, would not, individually or in the aggregate, affect the validity of the Securities or the ability of the Company to consummate the transactions contemplated by this Agreement, or reasonably be likely to result in a Material Adverse Effect. (r) LegalProceedings. Except as described in the Pricing Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, is a party or to which any property of the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, as applicable, is the subject that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others. (s) StatusundertheSecuritiesAct.(i) (x) At the time of filing the Registration Statement, (y) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (z) at the time the Company or any person acting on its behalf (within the meaning, for this clause (v) only, of Rule 163(c) under the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Securities Act, the Company was a well-known seasoned issuer as defined in Rule 405 under the Securities Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities, the Company was not an ineligible issuer as defined in Rule 405 under the Securities Act. 10

16 (t) IndependentAccountantsfortheCompany. PricewaterhouseCoopers LLP, who have expressed their opinion with respect to certain financial statements of the Company and its subsidiaries, and have audited the Company s internal control over financial reporting and management s assessment thereof, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act and the Exchange Act. (u) IndependentAccountantsfortheAcquiredCompany. To the knowledge of the Company, Deloitte & Touche LLP, who have expressed their opinion with respect to certain financial statements of the Acquired Company and its subsidiaries, and have audited the Acquired Company s internal control over financial reporting and management s assessment thereof, is an independent registered public accounting firm with respect to the Acquired Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act and the Exchange Act. (v) TitletoRealandPersonalProperty. The Company and its subsidiaries and, to the knowledge of the Company, the Acquired Company and its subsidiaries, have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries and, to the knowledge of the Company, the Acquired Company and its subsidiaries, as applicable, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or the Acquired Company and its subsidiaries, as applicable, or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (w) TitletoIntellectualProperty. To the knowledge of the Company, (i) the Company and its subsidiaries and the Acquired Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, domain names (in each case including all registrations and applications to register same) and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) ( Intellectual Property ) necessary for the conduct of their respective businesses as currently conducted by the Company and the Acquired Company, respectively, and as expected to be conducted by the Company; (ii) there is no infringement of any such Intellectual Property by any third parties; (iii) there is no pending or threatened action, suit, proceeding or claim by any third party challenging the Company s or its subsidiaries or the Acquired Company s or its subsidiaries rights in or to any such Intellectual Property; (iv) there is no pending or threatened action, suit, proceeding or claim by any third party challenging the validity, scope or enforceability of any such Intellectual Property; (v) the current and expected conduct of the Company s and its subsidiaries and the Acquired Company s and its subsidiaries respective businesses will not conflict in any material respect with any such rights of others; and (vi) none of the Company or its subsidiaries or the Acquired Company or its subsidiaries have received any notice of any claim of infringement or conflict with any such rights of others, except, in each case, where the same would not reasonably be expected to have a Material Adverse Effect. 11

17 (x) InvestmentCompanyAct. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Pricing Prospectus, will not be required to register as an investment company within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, Investment Company Act ). (y) Taxes. Except as otherwise disclosed in the Pricing Prospectus, (i) each of the Company and its subsidiaries and, to the knowledge of the Company, the Acquired Company and its subsidiaries, have paid all federal, state, local and foreign taxes required to be paid and filed all tax returns required to be filed, in each case, through the date hereof, except for such failures to pay or file as would not individually or in the aggregate have a Material Adverse Effect, and (ii) there is no tax deficiency that has been asserted against the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries or any of their respective properties or assets, in each case that would, individually or in the aggregate, have a Material Adverse Effect. (z) LicensesandPermits. The Company and its subsidiaries and, to the knowledge of the Company, the Acquired Company and its subsidiaries, possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Pricing Prospectus and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Pricing Prospectus, neither the Company or any of its subsidiaries nor, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. (aa) NoLaborDisputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries or, to the knowledge of the Company, the Acquired Companies or any of its subsidiaries, exists or, to the knowledge of the Company, is contemplated or threatened and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries or the Acquired Company s or its subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. (bb) ComplianceWithEnvironmentalLaws. Except as otherwise disclosed in the Pricing Prospectus, (i) the Company and its subsidiaries and, to the knowledge of the Company, the Acquired Company and its subsidiaries (x) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, Environmental Laws ); (y) have received and are in compliance with all permits, 12