Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology plc (NASDAQ: STX), today announced the pricing of its
previously announced 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 (the “New
Issue Cap”) in aggregate principal amount of the Company’s new
senior notes due 2029 (the “New Notes”). The complete terms and
conditions of the New Notes are set forth in a confidential
offering memorandum, dated as of June 3, 2020 (the “Offering
Memorandum”), and the related letter of transmittal.
The Company announced that it will pay interest on the New Notes
at a rate per annum equal to 4.091%, as calculated in accordance
with the Offering Memorandum.
Existing Notes validly tendered and accepted by the Company at
or prior to 5:00 p.m., New York City time, on June 16, 2020 (the
“Early Exchange Date”) are expected to settle on June 18, 2020 (the
“Early Settlement Date”), unless extended by the Company.
The table below indicates, among other things, the Total
Exchange Consideration (as defined in the Offering Memorandum) for
each $1,000 principal amount of Existing Notes tendered and
accepted as of the Early Exchange Date pursuant to the Exchange
Offers determined in accordance with the Offering Memorandum:
CUSIP Numbers
Existing Notes
Reference U.S.
Treasury
Fixed Spread (bps)
Yield Used to Price Existing
Notes(1)
Early Exchange
Premium(2)
Total Exchange
Consideration(2)(3)
81180WAL5
4.750% Senior Notes due 2025
0.250% due May 31, 2025
215
2.488%
$50
$1,096.45
81180WAR2
4.875% Senior Notes due 2027
0.625% due May 15, 2030
250
3.241%
$50
$1,097.69
1. The yield of the 0.250% U.S. Treasury
due May 31, 2025 as of June 17, 2020 (the “Pricing Date”) was
0.338% and the yield of the 0.625% U.S. Treasury due May 15, 2030
as of the Pricing Date was 0.741%.
2. Per $1,000 principal amount of Existing
Notes.
3. Does not reflect any accrued and unpaid
interest or amounts due in lieu of any fractional amounts of New
Notes. The Company will pay (i) accrued and unpaid interest due on
the Existing Notes, up to, but not including, the Early Settlement
Date and (ii) the amounts due in lieu of any fractional amounts of
New Notes exchanged for any Existing Notes accepted for exchange on
the Early Settlement Date, in each case, in cash on the Early
Settlement Date.
In accordance with the acceptance priority levels and proration
procedures described in the Offering Memorandum, the Company will
accept $456,166,000 in aggregate principal amount of the Existing
Notes that were tendered for exchange at or prior to the Early
Exchange Date. The Company expects to deliver an aggregate
principal amount of $500,000,000 of New Notes and will pay cash for
the (i) accrued and unpaid interest due on the Existing Notes, up
to, but not including, the Early Settlement Date accepted for
exchange on the Early Settlement Date and (ii) the amounts due in
lieu of any fractional amounts of New Notes exchanged for any
Existing Notes accepted for exchange on the Early Settlement
Date.
The table below indicates, among other things, the principal
amount of each series of Existing Notes validly tendered as of the
Early Exchange Date, the principal amount of Existing Notes to be
accepted for exchange as of the Early Exchange Date and the
percentage of the principal amount of Existing Notes to be accepted
for exchange pursuant to the Exchange Offers:
CUSIP Numbers
Existing Notes
Principal Amount
Outstanding
Principal Amount Tendered by
the Early Exchange Date
Principal Amount to be
Accepted for Exchange
Percentage (%) of Principal
Amount to be Accepted for Exchange(1)
81180WAL5
4.750% Senior Notes due 2025
$749,996,000
$270,778,000
$270,778,000
100%
81180WAR2
4.875% Senior Notes due 2027
$690,426,000
$373,370,000
$185,388,000
49.7%
1. Represents the proration factor since
Existing Notes were validly tendered such that the maximum amount
of New Notes to be issued in exchange for such tendered Existing
Notes would have exceeded the New Issue Cap.
The Exchange Offers are scheduled to expire at 11:59 p.m., New
York City time, on June 30, 2020, unless extended by the Company.
Since Existing Notes of each series have been validly tendered such
that the maximum aggregate principal amount of New Notes to be
issued in exchange for all such tendered Existing Notes would
exceed the New Issue Cap, no additional Existing Notes of either
series will be accepted for exchange after the Early Exchange
Date.
Tenders of Existing Notes in the Exchange Offers may no longer
be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law. 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
Memorandum and the Company reserves the right to terminate any
Exchange Offer for any reason or for no reason.
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 registration or qualification under the
securities laws of any such jurisdiction. The New Notes have not
been and will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”) or any state securities laws. The
New Notes may not be offered or sold in the United States or to any
“U.S. person” as defined in Rule 902 under the Securities Act
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. The Company
will enter into a registration rights agreement with respect to the
New Notes.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200617005693/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1714
shanye.hudson@seagate.com
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