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, a
“Tender Offer” and, collectively, the “Tender Offers”) for (i) up
to an aggregate principal amount of $275,000,000 (the “2022 Note
Cap”) of its 4.250% Senior Notes due 2022 (the “2022 Notes”) and
(ii) up to an aggregate principal amount of $225,000,000 (the “2023
Note Cap” and, together with the 2022 Note Cap, the “Tender Caps”)
of its 4.750% Senior Notes due 2023 (the “2023 Notes” and together
with the 2022 Notes, the “Notes”, and each a “series” of Notes) up
to a maximum aggregate principal amount of $500,000,000 (the
“Maximum Tender Amount”), from each registered holder of the Notes
(individually, a “Holder” and collectively, the “Holders”).
The terms and conditions of the Tender Offers are described in
the Offer to Purchase dated June 3, 2020 (the “Offer to Purchase”)
and the related Letter of Transmittal (the “Letter of
Transmittal”).
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on June 16, 2020 (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validly withdrawn in the Tender Offers:
Title of Security
CUSIP Number
Principal Amount
Outstanding
Tender Cap (Principal
Amount)
Aggregate Principal Amount
Tendered
Notes Accepted
4.250% Senior
Notes due 2022
81180WAV3
$
477,435,000
$
275,000,000
$
247,759,000
$
247,759,000
4.750% Senior
Notes due 2023
81180WAH4
$
723,788,000
$
225,000,000
$
174,276,000
$
174,276,000
Because the outstanding aggregate principal amounts of the 2022
Notes and the 2023 Notes validly tendered and not validly withdrawn
prior to the Early Tender Deadline do not exceed the applicable
Tender Cap, neither series of such Notes that have been tendered
prior to the Early Tender Deadline will be subject to proration.
Any of the 2022 Notes or the 2023 Notes validly tendered after the
Early Tender Deadline and on or prior to the Expiration Date (as
defined below) may be subject to proration, if the total amount of
the Notes tendered for such series of Notes exceeds the applicable
Tender Cap.
Holders of Notes validly tendered and not validly withdrawn on
or prior to the Early Tender Deadline will be eligible to receive
the relevant Total Consideration (as defined in the Offer to
Purchase), which includes an early tender premium of $50.00 per
$1,000 principal amount of Notes validly tendered by such Holders
and accepted for purchase by the Company. In addition to the
applicable Total Consideration, all Holders of a series of Notes
accepted for purchase will also receive, in cash, all applicable
accrued and unpaid interest rounded to the nearest cent, on such
$1,000 principal amount of such series of Notes, from the last
applicable interest payment date up to, but not including, the
Early Settlement Date (as defined below).
The Company’s obligation to accept for purchase and to pay for
the Notes validly tendered in each Tender Offer is subject to the
satisfaction or waiver of certain conditions, as described in the
Offer to Purchase.
The settlement date for the Notes accepted by the Company in
connection with the Early Tender Deadline is expected to be on June
18, 2020 (the “Early Settlement Date”).
Each Tender Offer will expire at 11:59 p.m., New York City time,
on June 30, 2020 (the “Expiration Date”), or any other date and
time to which the Company extends such Tender Offer, unless earlier
terminated. Tenders of the Notes in the Tender Offers may no longer
be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law. Holders of the
Notes validly tendered after the Early Tender Deadline and on or
prior to the Expiration Date will be eligible to receive the
relevant Tender Offer Consideration (as defined in the Offer to
Purchase).
The Company reserves the absolute right, subject to applicable
law, to: (i) waive any or all conditions to the Tender Offers; (ii)
extend or terminate each Tender Offer; (iii) increase or eliminate
the Maximum Tender Amount or increase, decrease or eliminate any or
all of the Tender Caps without extending the Early Tender Deadline
or the Withdrawal Deadline (as defined in the Offer to Purchase);
or (iv) otherwise amend the Tender Offers in any respect. The
Company may amend or modify a Tender Offer, or extend the Early
Tender Deadline, Withdrawal Deadline, Early Settlement Date,
Expiration Date, or Final Settlement Date (as defined in the Offer
to Purchase) with respect to a Tender Offer, without amending or
modifying or extending such deadline or date with respect to the
other Tender Offers.
Information Relating to the Tender Offers
Morgan Stanley and BofA Securities are acting as the dealer
managers for the Tender Offers. The information agent and tender
agent for the Tender 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 Tender Offers should
be directed to Morgan Stanley at (212) 761-1057 (collect) or (800)
624-1808 (toll-free) and BofA Securities at (980) 387-3907
(collect) or (888) 292-0070 (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 Tender 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 crafts the datasphere, helping to maximize humanity’s
potential by innovating world-class, precision-engineered data
management solutions with a focus on sustainable partnerships.
© 2020 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 Statement 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 cash tender offers for certain outstanding senior notes
of the Company, and the Early Settlement Date. 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. 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/20200616006066/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1714
shanye.hudson@seagate.com
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