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Agilent did not spin its semiconductor business out as a conventional stock distribution. It sold substantially all of the Semiconductor Products Group’s assets to a newly organized company backed by KKR and Silver Lake; that successor became Avago Technologies. The deal was announced in August 2005 and closed on December 1, 2005.

How the Agilent-to-Avago transaction worked

Agilent announced the proposed divestiture on August 15, 2005, agreeing to sell its Semiconductor Products segment to Kohlberg Kravis Roberts (KKR) and Silver Lake Partners for $2.66 billion. Avago was organized under Singapore law in August 2005 and became the successor to Agilent’s Semiconductor Products Group. On December 1, Agilent completed the sale of substantially all of the group’s assets to Avago.

That makes “spinout” a loose description, not the precise transaction form: Agilent sold assets to a new successor company rather than distributing shares in a spun-off subsidiary to its shareholders. Avago’s 2009 filing describes the acquisition at approximately $2.7 billion, a rounded accounting figure.

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Why the reported amounts differ

Figure What it represents
$2.66 billion Agilent’s announced transaction value in August 2005.
$2.579 billion Cash proceeds reported by Agilent at closing in its 2005 Form 8-K, subject to transfer-tax, working-capital, and other closing adjustments.
Approximately $2.7 billion Avago’s rounded acquisition value in its 2009 Form 10-K.

These amounts come from different company disclosures and describe different accounting or transaction measures, so they should not be treated as interchangeable sale-price statements.

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What moved to Avago

The transfer was substantial in people and geography as well as assets. Agilent’s December 1, 2005 completion release said: “The divestiture includes 6,500 employees and operations in Asia, the United States and Europe.”

Avago described the business as a designer, developer, and global supplier of analog semiconductor devices using III-V technologies. Its markets included wireless communications, wired infrastructure, industrial and automotive electronics, and consumer and computing peripherals. Products served applications such as cellular phones, networking and telecommunications equipment, storage and servers, factory automation, displays, optical mice, and printers.

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Why Agilent sold its semiconductor group

Agilent framed the sale as a way to sharpen its focus as a measurement company, return divestiture proceeds to shareholders, and reduce its exposure to the semiconductor market’s cyclical swings. In its 2005 filing, the company said it expected a less cyclical operating model after disposing of semiconductor-related businesses. For context, Agilent reported company-wide net revenue of $5.1 billion in fiscal 2005; that figure is not revenue for the Semiconductor Products Group alone.

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Agilent’s Verigy separation was a different deal

Agilent also separated semiconductor test operations, but that was not the Avago transaction. On June 1, 2006, Agilent transferred substantially all assets and liabilities of its semiconductor test-solutions businesses to Verigy. Verigy later held an IPO, after which Agilent distributed its remaining holding. The August 2005 announcement had described this test-business separation separately from the sale of Semiconductor Products to KKR and Silver Lake.

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