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Published on 11/20/2001 in the Prospect News Convertibles Daily.

New Issue: Agilent $1 billion convertibles at 3.0% yield, up 32%

By Ronda Fears

Nashville, Tenn., Nov. 20 - Agilent Technologies Inc. sold $1 billion of 20-year convertible senior reset notes at par to yield 3.0% with a 32% initial conversion premium. The Rule 144A deal, via joint book-running lead managers Credit Suisse First Boston, J.P. Morgan and Salomon Smith Barney, sold at the aggressive end of price talk and with premium beyond the guidance. Price talk put the yield between 3.0% and 3.5% yield, with the initial conversion premium at 26% to 30%.

Agilent intends to use the net proceeds of the offering for working capital and general corporate purposes, including funding potential acquisitions and restructuring costs.

Terms of the new deal are:

Issuer: Agilent Technologies Inc.

Amount: $1 billion

Greenshoe: $150 million

Lead Managers: Credit Suisse First Boston, J.P. Morgan and Salomon Smith Barney

Maturity Date: November 2021

Coupon: 3.0% to be reset on June 1 in 2006, 2011 and 2016 at 3.0%, plus

the five-year Treasury note minus 113 basis points,

no less than 3.0% or more than 5.0%

Issue Price: par

Yield: 3.0%

Conversion Premium: 32%

Conversion Price: $32.22

Conversion Ratio: 31.04

Call: non-callable for three years

Put: in years five, 10 and 15

Expected Rating(s): Moody's: Baa2

S&P: BBB
Settlement Date: Nov. 27
End

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