Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology 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 $500,000,000 in aggregate
principal amount of the Company’s new senior notes due 2029 (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 a maximum amount
of up to $500,000,000 in aggregate principal amount (the “New Issue
Cap”). 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) and an “Exchange Cap”, each as set forth in the table below
and as further described in the Offering Documents.
The following table sets forth certain information regarding
the Notes and the Exchange Offers:
CUSIP Numbers
Existing Notes
Principal Amount
Outstanding
Exchange Cap (Principal
Amount)
Acceptance Priority
Level(1)(2)
Reference U.S.
Treasury
Bloomberg Reference
Page
Fixed Spread (bps)
Early Exchange
Premium(3)(4)
81180WAL5
4.750% Senior Notes due 2025
$749,996,000
$275,000,000
1
0.250% due May 31, 2025
FIT1
215
$50
81180WAR2
4.875% Senior Notes due 2027
$690,426,000
$300,000,000
2
0.625% due May 15, 2030
FIT1
250
$50
- 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).
- Acceptance of the Existing Notes of
each series is subject to the Acceptance Priority Level, relevant
Exchange Cap and the New Issue Cap set forth above.
- Per $1,000 principal amount of
Existing Notes.
- Holders who validly tender Existing
Notes after the Early Exchange Date but on or before the Expiration
Date will not be eligible to receive the “Early Exchange Premium”
of $50 principal amount of New Notes for each $1,000 principal
amount of Existing Notes validly tendered and not validly
withdrawn.
If the aggregate principal amount of
Existing Notes of a series validly tendered on or before the Early
Exchange Date constitutes a principal amount of Existing Notes of
such series 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 Issue Cap or will exceed the applicable
Exchange Cap, the Company will not accept any Existing Notes of
such series 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 be in
excess of the relevant Exchange Cap or result in the Company
issuing New Notes having an aggregate principal amount in excess of
the New Issue Cap, the tendered Existing Notes of such series will
be accepted subject to proration as described in the Offering
Documents.
Each Exchange Offer will expire at 11:59 p.m., New York City
time, on June 30, 2020, 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 June 16, 2020, 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 June 16, 2020 (the “Early
Exchange Date”) and accepted for exchange will receive the
applicable “Total Exchange Consideration” (as defined below) which
includes an early exchange premium of $50 of New Notes per $1,000
principal amount of Existing Notes validly tendered and not validly
withdrawn (the “Early Exchange Premium”). 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 defined below) per $1,000 principal
amount of any such Existing Notes that are accepted for exchange.
The Company will not receive any cash proceeds from the Exchange
Offers.
The “Total Exchange Consideration” (calculated at the Pricing
Date (as defined below)) for the Existing Notes of a series validly
tendered on or prior to the Early Exchange Date, and not validly
withdrawn at or prior to the Withdrawal Deadline, is equal to the
discounted value (calculated as set forth in the Offering
Documents) on the Early Settlement Date (as defined below) of the
remaining payments of principal and interest (excluding accrued
interest) per $1,000 principal amount of such series of Existing
Notes through the applicable maturity date or par call date (as
applicable) of such Existing Notes, using a yield equal to the sum
of: (x) the bid-side yield on the applicable Reference U.S.
Treasury Security set forth with respect to each series of Existing
Notes in the table above plus (y) the applicable fixed spread set
forth with respect to each such series of Existing Notes in the
table above. The Total Exchange Consideration includes the Early
Exchange Premium.
The “Exchange Consideration” for the Existing Notes of a series
validly tendered after the Early Exchange Date but on or prior to
the Expiration Date is equal to the applicable Total Exchange
Consideration minus the applicable Early Exchange Premium.
The “Pricing Date” will be 10:00 a.m., New York City time, on
June 17, 2020, unless the Early Exchange Date is extended, in which
case a new Pricing Date may be established with respect to the
Exchange Offers. In the event that the Early Exchange Date is not
extended, the Pricing Date will remain the same.
In addition to the Total 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 (i) all or a portion of the accrued and unpaid
interest to, but not including the applicable settlement date and
(ii) amounts due in lieu of any fractional amounts of 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 “Final Settlement
Date” will be promptly following the Expiration Date and is
expected to be July 2, 2020, which is the second business day
following the Expiration Date.
The New Notes will mature on June 1, 2029 and will bear interest
at a rate per annum equal to (a) the yield, rounded to three
decimal places when expressed as a percentage and calculated in
accordance with standard market practice, that corresponds to the
bid-side price of the 0.625% United States Treasury due May 15,
2030 as of the Pricing Date as displayed on the Bloomberg
Government Pricing Monitor page FIT1 (or any recognized quotation
source selected by the Company in its sole discretion if such
quotation report is not available or is manifestly erroneous), plus
(b) a fixed spread of 335 basis points.
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 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 (866) 470-4300
(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 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 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200603005953/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1714
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