Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology Holdings plc (NASDAQ: STX), today announced the
commencement of exchange offers (each, an “Exchange Offer” and
together, the “Exchange Offers”) to certain eligible holders of the
Company’s outstanding debt securities listed in the table below
(together, the “Existing Notes” and each a “series” of Existing
Notes) to exchange Existing Notes for up to $500 million in
aggregate principal amount of the Company’s 9.625% Senior Notes due
2032 (the “New Notes”). The complete terms of the New Notes are set
forth in a confidential offering memorandum, dated today (the
“Offering Memorandum”), and the related letter of transmittal,
dated today (together with the Offering Memorandum, the “Offering
Documents”).
The aggregate principal amount of New Notes to be issued
pursuant to the Exchange Offers will be subject to (i) a minimum
amount of $300,000,000 (the “New Notes Issuance Minimum”) and (ii)
a maximum amount of $500,000,000 (the “New Notes Issuance Limit”).
In addition, the principal amount of each series of Existing Notes
that is accepted pursuant to the Exchange Offers will be subject to
the “Acceptance Priority Level” (in numerical priority order), as
set forth in the table below and as further described in the
Offering Documents.
The following table sets forth certain information regarding
the Exchange Offers:
CUSIP Numbers/ISIN
Existing Notes
Principal Amount
Outstanding
Acceptance Priority
Level(1)(2)
Exchange
Consideration(3)
Early Exchange
Premium(3)(4)
Total Early Exchange
Consideration(3)
81180WBE0/ US81180WBE03
3.375% Senior Notes due 2031
$500,000,000
1
$715 principal amount of New
Notes for each $1,000 principal amount exchanged
$50 principal amount of New Notes
for each $1,000 principal amount exchanged
$765 principal amount of New
Notes for each $1,000 principal amount exchanged
81180WBF7/ US81180WBF77
3.125% Senior Notes due 2029
$500,000,000
2
$730 principal amount of New
Notes for each $1,000 principal amount exchanged
$50 principal amount of New Notes
for each $1,000 principal amount exchanged
$780 principal amount of New
Notes for each $1,000 principal amount exchanged
81180WBD2/ US81180WBD20
4.125% Senior Notes due 2031
$500,000,000
3
$750 principal amount of New
Notes for each $1,000 principal amount exchanged
$50 principal amount of New Notes
for each $1,000 principal amount exchanged
$800 principal amount of New
Notes for each $1,000 principal amount exchanged
81180WBC4/ US81180WBC47
4.091% Senior Notes due 2029
$500,000,000
4
$790 principal amount of New
Notes for each $1,000 principal amount exchanged
$50 principal amount of New Notes
for each $1,000 principal amount exchanged
$840 principal amount of New
Notes for each $1,000 principal amount exchanged
1.
All Existing Notes of a series tendered
for exchange in the Exchange Offers on or before the Early Exchange
Date (as defined below) will have priority over any Existing Notes
of such series that are tendered for exchange after the Early
Exchange Date and on or before the Expiration Date (as defined
below).
2.
Acceptance of the Existing Notes of each
series is subject to the Acceptance Priority Level set forth
above.
3.
We will issue New Notes in an aggregate
principal amount of $2,000 and integral multiples of $1 in excess
thereof. For the avoidance of doubt, no cash will be paid for
fractional New Notes. See “Total Early Exchange Consideration and
Exchange Consideration” below. The cash payment excludes accrued
and unpaid interest. We will pay accrued and unpaid interest, if
any, on the Existing Notes up to, but not including, the applicable
Settlement Date (as defined below); provided, however, that since
any New Notes issued on the Final Settlement Date will be issued
with accrued interest from the Early Settlement Date up to, but not
including, the Final Settlement Date, the amount of such accrued
interest on any such New Notes will be deducted from the cash
payable for accrued interest on the Existing Notes exchanged on the
Final Settlement Date.
4.
Holders who validly tender Existing Notes
of a series after the Early Exchange Date but on or before the
Expiration Date (as defined below) will not be eligible to receive
the “Early Exchange Premium” for such series validly tendered and
not validly withdrawn.
If the aggregate principal amount of Existing Notes validly
tendered on or before the Early Exchange Date constitutes a
principal amount of Existing Notes that, if accepted by the
Company, would result in it issuing New Notes having an aggregate
principal amount equal to or in excess of the New Notes Issuance
Limit, the Company will not accept any Existing Notes tendered for
exchange after the Early Exchange Date (even if they are of
Acceptance Priority Level 1). If acceptance of all validly tendered
Existing Notes of a series on the Early Exchange Date or the
Expiration Date, as applicable, would result in the Company issuing
New Notes having an aggregate principal amount in excess of the New
Notes Issuance Limit, the tendered Existing Notes of such series
will be accepted subject to proration as described in the Offering
Documents.
With respect to Existing Notes tendered on or before the Early
Exchange Date, such Existing Notes of a series having a higher
Acceptance Priority Level will be accepted for exchange before any
such Existing Notes of a series having a lower Acceptance Priority
Level. With respect to Existing Notes tendered on or before the
Expiration Date but after the Early Exchange Date, such Existing
Notes of a series having a higher Acceptance Priority Level will be
accepted for exchange before any such Existing Notes of a series
having a lower Acceptance Priority Level.
Each Exchange Offer will expire at 11:59 p.m., New York City
time, on December 12, 2022, unless extended by the Company (such
date and time, as may be extended, the “Expiration Date”). Tenders
of Existing Notes may be withdrawn at any time at or prior to 5:00
p.m., New York City time, on November 28, 2022, unless extended by
the Company (such date and time, as may be extended, the
“Withdrawal Deadline”), but will thereafter be irrevocable, except
in certain limited circumstances where additional withdrawal rights
are required by law.
Holders of Existing Notes that are validly tendered at or prior
to 5:00 p.m., New York City time, on November 28, 2022 (such date
and time, as may be extended, the “Early Exchange Date”) and not
validly withdrawn, and that are accepted for exchange will receive
the applicable “Total Early Exchange Consideration” as set forth in
the table above which includes the applicable “Early Exchange
Premium” as set forth in the table above. Holders who validly
tender their Existing Notes after the Early Exchange Date and on or
prior to the Expiration Date will only receive the applicable
“Exchange Consideration” as set forth in the table above . The
Company will not receive any cash proceeds from the Exchange
Offers.
In addition to the Total Early Exchange Consideration or
Exchange Consideration, as applicable, holders of Existing Notes of
a series that are accepted for exchange will receive a cash payment
representing all or a portion of the accrued and unpaid interest
to, but not including the applicable settlement date; provided,
however, that since any New Notes issued on the Final Settlement
Date will be issued with accrued interest from the Early Settlement
Date up to, but not including, the Final Settlement Date, the
amount of such accrued interest on any such New Notes will be
deducted from the cash payable for accrued interest on the Existing
Notes exchanged on the Final Settlement Date. For the avoidance of
doubt, no cash will be paid for fractional New Notes. The
settlement date for Existing Notes that are validly tendered and
not validly withdrawn on or prior to the Early Exchange Date and
accepted for purchase will be promptly following the Early Exchange
Date (the “Early Settlement Date”). The Early Settlement Date is
expected to be November 30, 2022, which is the second business day
following the Early Exchange Date, and will be set by us. The
“Final Settlement Date” will be promptly following the Expiration
Date and is expected to be December 14, 2022, which is the second
business day following the Expiration Date.
The New Notes will mature on December 1, 2032 and will bear
interest at a rate per annum equal to 9.625%.
The Company’s obligation to accept for exchange the Existing
Notes validly tendered in each Exchange Offer is subject to the
satisfaction or waiver of certain conditions as described in the
Offering Documents, including the New Notes Issuance Minimum and
the New Notes Issuance Limit, and the Company reserves the right to
terminate any Exchange Offer for any reason or for no reason.
The Exchange Offers are only made, and copies of the Offering
Documents will only be made available, to a holder of Existing
Notes who has certified in an eligibility letter certain matters to
the Company, including its status as a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), or a person other than a “U.S.
person” as defined in Rule 902 under the Securities Act. Holders of
Existing Notes who desire access to the electronic eligibility form
should contact Global Bondholder Services Corp. at (855) 654-2014
(toll-free) or (212) 430-3774 (banks and brokers) or visit
https://gbsc-usa.com/eligibility/seagate.
This press release does not constitute an offer or a
solicitation by the Company to participate in the Exchange Offers
and does not constitute an offer to sell or a solicitation of an
offer to buy the New Notes, nor shall there be any sale of the New
Notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction. If and when issued,
the New Notes to be issued have not been and will not be registered
under the Securities Act, or applicable state securities laws, and
may not be offered or sold in the United States absent registration
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
About Seagate
Seagate Technology crafts the datasphere, helping to maximize
humanity’s potential by innovating world-class,
precision-engineered data storage and management solutions with a
focus on sustainable partnerships. A global technology leader for
more than 40 years, the company has shipped over three billion
terabytes of data capacity.
© 2022 Seagate Technology LLC. All rights reserved. Seagate,
Seagate Technology and the Spiral logo are registered trademarks of
Seagate Technology LLC in the United States and/or other
countries.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements provide current expectations of
future events based on certain assumptions and include any
statement that does not directly relate to any historical fact.
Forward-looking statements include, among other things, statements
about the New Notes and the Exchange Offers. 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 include, but are not limited to,
those described under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in the Company’s most recently filed periodic reports
on Form 10-K and Form 10-Q, and in the Company’s other filings with
the SEC. Undue reliance should not be placed on the forward-looking
statements in this press release, which are based on information
available to us on, and which speak only as of, the date hereof.
The Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made, unless required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221114005950/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com
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