Seagate Announces the Pricing Terms of Cash Tender Offers for Certain Outstanding Debt Securities
September 17 2019 - 8:00PM
Business Wire
Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology plc (NASDAQ: STX), today announced the pricing terms of
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, (ii) up
to an aggregate principal amount of $200,000,000 of its 4.750%
Senior Notes due 2023, and (iii) up to an aggregate principal
amount of $170,000,000 of its 4.750% Senior Notes due 2025
(collectively, the “Notes”). 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 by the Company’s press release
dated September 17, 2019 increasing the Tender Cap for the offer
for the 2025 Notes.
The Total Consideration for each series of Notes is based on the
yield to maturity of the applicable U.S. Treasury Security (the
“Reference Yield”) plus a fixed spread, in each case, as set forth
in the table below, and is payable to holders of the Notes who
validly tendered and did not validly withdraw their Notes on or
before 5:00 p.m., New York City time, on September 16, 2019 (the
“Early Tender Deadline”) and whose Notes are accepted for purchase
by the Company. The Reference Yields (as determined pursuant to the
Offer to Purchase) listed in the table were determined at 10:00
a.m., New York City time, today, September 17, 2019, by the dealer
managers (identified below). The Total Consideration for each
series of Notes includes an early tender premium of $30.00 per
$1,000 principal amount of Notes validly tendered and not validly
withdrawn by such holders and accepted for purchase by the
Company.
Title of Security
CUSIP Number
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)
Total Consideration (per
$1,000)
4.250% Senior Notes due 2022
81180WAV3
1.500% UST due 8/15/22
1.716%
95
$ 1,036.14
4.750% Senior Notes due 2023
81180WAH4
1.250% UST due 8/31/24
1.678%
175
$ 1,045.56
4.750% Senior Notes due 2025
81180WAL5
1.250% UST due 8/31/24
1.678%
225
$ 1,038.84
As announced yesterday, the Company will accept the Notes
validly tendered and not validly withdrawn on or before the Early
Tender Deadline, subject to proration. 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.
All payments for Notes purchased in connection with the Early
Tender Deadline will also include accrued and unpaid interest on
the principal amount of Notes tendered up to, but not including,
the Early Settlement Date, which is currently expected to be
September 18, 2019. In accordance with the terms of the Offers, the
withdrawal deadline was 5:00 p.m., New York City time, on September
16, 2019. As a result, tendered Notes may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by the Company). 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.
In connection with the purchase of Notes pursuant to the Offers,
the Company requested $500.0 million in aggregate principal amount
of term loans under its previously announced term loan facility.
Loans under the term loan facility are expected to bear interest at
a rate of approximately 3.1% per annum after taking into account
the anticipated effect of interest rate hedge transactions we
intend to enter into, compared to the weighted average interest
rate of Notes being purchased pursuant to the Offers of
approximately 4.6% per annum.
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).
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, the Company’s expected interest rate for the
term loans described above, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190917006153/en/
Investor Relations Contact: Shanye Hudson, (408) 658-1863
shanye.hudson@seagate.com
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