Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology plc (NASDAQ: STX), today announced the early tender
results for its previously announced cash tender offers (each, an
“Offer” and, collectively, the “Offers”) for (i) up to an aggregate
principal amount of $250,000,000 of its 4.250% Senior Notes due
2022 (the “2022 Notes”), (ii) up to an aggregate principal amount
of $200,000,000 of its 4.750% Senior Notes due 2023 (the “2023
Notes”), and (iii) up to an aggregate principal amount of
$75,000,000 of its 4.750% Senior Notes due 2025 (the “2025 Notes,”
and, collectively with the 2022 Notes and the 2023 Notes, the
“Notes” and each, a “series”).
The Company also announced that it is increasing the Tender Cap
for the Offer for the 2025 Notes from $75,000,000 to $170,000,000,
as reflected in the table below. The terms and conditions of the
Offers are described in the Offer to Purchase dated September 3,
2019 (as amended to date, the “Offer to Purchase”) and the related
Letter of Transmittal (as amended to date, the “Letter of
Transmittal”), and remain unchanged except as amended hereby.
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on September 16, 2019 (the “Early
Tender Deadline”), the aggregate principal amount of each series of
Notes set forth in the table below has been validly tendered and
not validly withdrawn in the Offers:
Title of Security
CUSIP Number
Principal Amount
Outstanding
Tender Cap (Principal
Amount)
Aggregate Principal Amount
Tendered
Proration Factor (1)
Notes Accepted
4.250% Senior
Notes due 2022
81180WAV3
$ 750,000,000
$ 250,000,000
$ 384,349,000
65.1%
$ 249,999,000
4.750% Senior
Notes due 2023
81180WAH4
$ 941,000,000
$ 200,000,000
$ 302,159,000
66.4%
$ 200,000,000
4.750% Senior
Notes due 2025
81180WAL5
$ 920,000,000
$ 170,000,000
$ 333,973,000
51.1%
$ 169,996,000
(1) Rounded to the nearest tenth of one percent.
Because the aggregate principal amount of the 2022 Notes, the
2023 Notes and the 2025 Notes validly tendered and not withdrawn
prior to the Early Tender Deadline exceeds the applicable Tender
Cap, each series of such Notes will be subject to proration, as
described in the Offer to Purchase and the Letter of Transmittal,
based on the applicable proration factor set forth above. Notes not
accepted for purchase will be promptly credited to the account of
the registered holder of such Notes with The Depository Trust
Company and otherwise returned in accordance with the Offer to
Purchase and the Letter of Transmittal.
As previously announced, the Total Consideration (as defined in
the Offer to Purchase) for each series of Notes will be determined
at 10:00 a.m., New York City time, today, September 17, 2019, as
described in the Offer to Purchase and the Letter of Transmittal.
Holders of Notes validly tendered and not validly withdrawn on or
prior to the Early Tender Deadline will be eligible to receive the
Total Consideration, which includes an early tender premium of
$30.00 per $1,000 principal amount of Notes validly tendered by
such holders and accepted for purchase by the Company. Accrued
interest up to, but not including, the Early Settlement Date (as
defined below) will be paid in cash on all such Notes accepted for
purchase by the Company.
The settlement date for the Notes accepted by the Company in
connection with the Early Tender Deadline is expected to be on
September 18, 2019 (the “Early Settlement Date”).
Although the Offers are scheduled to expire at 11:59 p.m., New
York City time, on September 30, 2019, the Company does not expect
to accept for purchase any Notes tendered after the Early Tender
Deadline.
In addition, the Company announced today that it has entered
into an amendment to its existing credit agreement to provide for a
new term loan facility in an aggregate principal amount of
$500,000,000. As a result, the Company has satisfied the financing
condition and expects to make payment for the Notes that were
validly tendered prior to or at the Early Tender Deadline on the
Early Settlement Date.
The Company reserves the absolute right, subject to applicable
law, to: (i) waive any or all conditions to the Offers; (ii) extend
or terminate each Offer; (iii) increase, decrease or eliminate any
or all of the Tender Caps without extending the Early Tender
Deadline or the Withdrawal Deadline; or (iv) otherwise amend the
Offers in any respect.
Information Relating to the Offers
BofA Merrill Lynch and Morgan Stanley are acting as the Lead
Dealer Managers for the Offers, and SMBC Nikko and Wells Fargo are
acting as the Co-Dealer Managers for the Offers. The information
agent and tender agent for the Offers is Global Bondholder Services
Corp. Copies of the Offer to Purchase, Letter of Transmittal, and
related offering materials are available by contacting Global
Bondholder Services Corp. at (866) 470-4300 (toll-free) or (212)
430-3774 (banks and brokers). Questions regarding the Offers should
be directed to BofA Merrill Lynch at (980) 387-3907 (collect) or
(888) 292-0070 (toll-free), Morgan Stanley at (212) 761-1057
(collect) or (800) 624-1808 (toll-free), SMBC Nikko at (212)
224-5328 (collect) or (888) 284-9760 (toll-free), and Wells Fargo
at (704) 410-4756 (collect) or (866) 309-6316 (toll-free).
This press release shall not constitute an offer to sell, a
solicitation to buy, or an offer to purchase or sell any
securities. The Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About Seagate
Seagate creates space for the human experience by innovating how
data is stored, shared and used. Learn more at
investors.seagate.com.
Seagate and Seagate Technology are registered trademarks of
Seagate Technology LLC.
Cautionary Statement 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 the cash tender
offers for certain outstanding senior notes of the Company, the
Early Settlement Date, and the Company’s expectation about
purchasing Notes tendered after the Early Tender Deadline. 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. Information concerning risks,
uncertainties, and other factors that could cause results to differ
materially from the expectations described in this document is
contained in the Company’s filings with the Securities and Exchange
Commission. 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, except as required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190917005397/en/
Investor Relations Contact: Shanye Hudson, (408) 658-1863
shanye.hudson@seagate.com
Seagate Technology (NASDAQ:STX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Seagate Technology (NASDAQ:STX)
Historical Stock Chart
From Apr 2023 to Apr 2024