Seagate Technology plc (NASDAQ: STX) today announced the early
tender results of the cash tender offer announced by its wholly
owned subsidiary, Seagate HDD Cayman (“HDD Cayman”), on May 16,
2013 (the “Tender Offer”) to purchase the outstanding 7.75% Senior
Notes due 2018 (the “2018 Notes”) and 6.800% Senior Notes due 2016
(the “2016 Notes”) described below. As of the previously announced
early tender date at 5:00 p.m., New York City time, on May 30,
2013, HDD Cayman had received tenders for an aggregate principal
amount of approximately $398 million of the 2018 Notes and an
aggregate principal amount of approximately $190 million of the
2016 Notes.
HDD Cayman also announced today that it has increased the
aggregate principal amount of notes that it has offered to purchase
in the Tender Offer from $250 million to $700 million. In addition,
HDD Cayman has announced that it has extended the period during
which notes validly tendered (and not validly withdrawn) are
eligible to receive the Early Tender Premium described below from
the previously announced early tender date of May 30, 2013 until
June 13, 2013. The Tender Offer will expire at 11:59 p.m., New York
City time, on June 13, 2013, unless extended or earlier terminated
by HDD Cayman (such date and time, as it may be extended or earlier
terminated, the “Expiration Date”).
Both the Withdrawal Date (as defined in the Offer to Purchase)
and the Expiration Date remain unchanged. Because the Withdrawal
Date has passed, holders who validly tender their notes or have
already tendered their notes may no longer withdraw such notes.
This announcement amends HDD Cayman’s Offer to Purchase, dated
May 16, 2013 (as amended, the “Offer to Purchase”) and the related
Letter of Transmittal (as amended, the “Letter of Transmittal”) to
change the “Maximum Tender Amount” to $700 million and to change
the “Early Tender Date” to 11:59 p.m., New York City time, on June
13, 2013, unless extended by HDD Cayman. Other than the Maximum
Tender Offer Amount and Early Tender Date, all terms and conditions
of the Tender Offer described in the Offer to Purchase and the
Letter of Transmittal remain unchanged.
The following table identifies the notes to which the Tender
Offer relates, Tender Offer Consideration, Early Tender Premium and
Total Consideration offered pursuant to the Tender Offer. The
Tender Offer Consideration will equal the Total Consideration less
the Early Tender Premium set forth in the table below.
Title of Security CUSIP
AcceptancePriorityLevel
AggregatePrincipalAmountOutstanding
Tender
OfferConsideration(1)
EarlyTenderPremium(1)
TotalConsideration(1)
7.75% Senior Notes due 2018 (the “2018 Notes”) 81180WAE1 1
$672,115,000 $1,107.50 $30.00 $1,137.50
6.800% Senior Notes due 2016 (the “2016
Notes”)
81180RAE2 2 $600,000,000 $1,132.50 $30.00 $1,162.50
_________________
(1) Per $1,000 principal amount of notes
validly tendered and accepted for purchase.
HDD Cayman currently expects that notes validly tendered will be
settled on June 14, 2014. Due to the extension of the Early Premium
Date discussed above, all notes validly tendered prior to 11:59
p.m., New York City time, on June 13, 2013 (and not validly
withdrawn) are eligible to receive the Total Consideration listed
above, which includes the Early Tender Premium. Holders of notes
accepted for purchase will also receive payment of the applicable
accrued and unpaid interest on such notes from the last interest
payment date applicable to such notes to, but not including, the
applicable date of payment for such notes.
Notwithstanding any other provision of the Tender Offer, HDD
Cayman’s obligation to accept for purchase and to pay for notes
that are validly tendered (and not validly withdrawn) pursuant to
the Tender Offer is subject to the Maximum Tender Amount. If the
aggregate principal amount of notes validly tendered (and not
validly withdrawn) exceeds the Maximum Tender Amount, HDD Cayman
shall determine the notes to purchase based upon the Acceptance
Priority Levels and proration procedures described in the Offer to
Purchase.
The obligation of HDD Cayman to accept for purchase and pay for
notes validly tendered pursuant to the Tender Offer is conditioned
on satisfaction or waiver of a number of conditions set forth in
the Offer to Purchase. The Tender Offer is not conditioned upon any
minimum principal amount of notes being tendered and HDD Cayman may
amend, extend, terminate or withdraw the Tender Offer in whole or
with respect to one or more series of notes at any time, subject to
applicable law.
Morgan Stanley & Co. LLC is the sole dealer manager (the
“Dealer Manager”) for the Tender Offer. Questions regarding the
Tender Offer may be directed to them at 1 (800) 624-1808 (toll
free) or 1 (212) 761-1057 (collect). Global Bondholder Services
Corporation has been retained as depositary and information agent
for the Tender Offer. Requests for documents may be directed to
Global Bondholder Services Corporation by telephone at 1 (866)
873-5600 (toll free) or 1 (212) 430-3774 (direct) or in writing at
65 Broadway – Suite 723, New York, NY 10006. HDD Cayman is making
the Tender Offer only by, and pursuant to the terms and conditions
set forth in, the Offer to Purchase and the related Letter of
Transmittal, each as amended hereby. Holders are encouraged to read
all of the documents relating to the Tender Offer carefully before
taking action with respect to the Tender Offer.
None of Seagate Technology plc (the “Company”), HDD Cayman or
their affiliates, their boards of directors, the Dealer Manager,
the depositary and information agent or the trustees for the notes,
makes any recommendation as to whether holders of the notes should
tender or refrain from tendering the notes. This press release is
neither an offer to purchase nor a solicitation of an offer to sell
the notes or any other securities. The Tender Offer is made only by
the Offer to Purchase and the accompanying Letter of Transmittal.
The Tender Offer is not being made to holders of notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offer is
required to be made by a licensed broker or dealer, the Tender
Offer will be deemed to be made on behalf of HDD Cayman by the
Dealer Manager, or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
About Seagate Technology plc
Seagate Technology plc is a world leader in hard disk drives and
storage solutions.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, each as
amended, including, in particular, statements about our plans,
strategies, expectations and the outcome of the Tender Offer. These
statements identify prospective information and include words such
as “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “projects” and similar expressions. These
forward-looking statements are based on information available to
the Company as of the date of this press release and are based on
management's current views and assumptions. These forward-looking
statements are conditioned upon and also involve a number of known
and unknown risks, uncertainties, and other factors that could
cause actual results, performance or events to differ materially
from those anticipated by these forward-looking statements. Such
risks, uncertainties, and other factors may be beyond the Company’s
control and may pose a risk to the Company’s operating and
financial condition and HDD Cayman’s ability to execute the Tender
Offer as described in the Offer to Purchase and Letter of
Transmittal. Such risks and uncertainties include, but are not
limited to: the uncertainty in global economic conditions, changes
in the credit markets and interest rates and the performance of the
Dealer Manager and other third parties involved in the execution of
the Tender Offer. Additional information concerning risks,
uncertainties and other factors that could cause results to differ
materially from those projected in the forward-looking statements
is contained in the Company’s Quarterly Reports on Form 10-Q filed
with the U.S. Securities and Exchange Commission (the “SEC”) on
October 31, 2012, January 29, 2013 and May 1, 2013, Amendment
No. 1 to the Company’s Quarterly Report on Form 10-Q filed
with the SEC January 29, 2013 filed with the SEC on January 31,
2013 and the Company’s Annual Report on Form 10-K filed with the
SEC on August 8, 2012, which statements are incorporated into this
press release by reference. These forward-looking statements should
not be relied upon as representing the Company’s views as of any
subsequent date and the Company undertakes no obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made.
Seagate Technology plcBrian Ziel,
408-658-1540brian.ziel@seagate.com
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