Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology plc (NASDAQ: STX), today announced the commencement of
cash tender offers (each, an “Offer”) 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 $75,000,000 of its 4.750% Senior Notes due 2025
(collectively, the “Notes”). The Offers are being made pursuant to
and are subject to the terms and conditions, including a financing
condition, set forth in the Offer to Purchase dated September 3,
2019 (the “Offer to Purchase”) and the related Letter of
Transmittal (the “Letter of Transmittal”). The purpose of the
Offers is to reduce the Company’s refinancing risk by refinancing a
portion of the Company’s outstanding Notes with term debt that has
a later maturity date. Notes purchased in each Offer will be
retired and cancelled. The Company expects to use cash on hand and
borrowings under a new term loan pursuant to an amendment to its
existing credit agreement that it intends to enter into
concurrently with the Offers to effect the purchase of validly
tendered Notes pursuant to the Offers.
The following table sets forth certain information
regarding the Notes and the Offers:
Title of
Security
CUSIP
Number
Principal Amount
Outstanding
Tender Cap (Principal
Amount)
Reference U.S. Treasury
Security
Bloomberg Reference Page
(1)
Fixed Spread (basis
points)
Early Tender Premium
(per $1,000)
4.250% Senior Notes due 2022
81180WAV3
$750,000,000
$250,000,000
1.500% UST due 8/15/22
FIT1
95
$30.00
4.750% Senior Notes due 2023
81180WAH4
$941,025,000
$200,000,000
1.250% UST due 8/31/24
FIT1
175
$30.00
4.750% Senior
Notes due 2025
81180WAL5
$919,992,000
$75,000,000
1.250% UST due 8/31/24
FIT1
225
$30.00
(1) The applicable page on Bloomberg from
which the dealer managers will quote the bid side prices of the
applicable U.S. Treasury Security.
Each Offer will expire at 11:59 p.m., New York City time, on
September 30, 2019, unless extended or earlier terminated by the
Company (the “Expiration Date”). Tenders of Notes may be withdrawn
at any time at or prior to 5:00 p.m., New York City time, on
September 16, 2019 (the “Withdrawal Deadline”), but may not be
withdrawn thereafter except as required by law.
The consideration paid for Notes that are validly tendered and
accepted for purchase will be determined in the manner described in
the Offer to Purchase by reference to a fixed spread plus the yield
to maturity of the applicable U.S. Treasury Security specified in
the table above and in the Offer to Purchase. Holders of Notes that
are validly tendered at or prior to 5:00 p.m., New York City time,
on September 16, 2019 (the “Early Tender Deadline”) and accepted
for purchase will receive the applicable “Total Consideration”,
which includes an early tender premium of $30.00 per $1,000
principal amount of the Notes accepted for purchase pursuant to the
Offers (the “Early Tender Premium”). Holders who validly tender
their Notes after the Early Tender Deadline and on or prior to the
Expiration Date will only receive the applicable “Tender Offer
Consideration” per $1,000 principal amount of any such Notes that
are accepted for purchase, which is equal to the applicable Total
Consideration minus the Early Tender Premium.
Payments for Notes accepted for purchase will include an amount
equal to accrued and unpaid interest thereon from and including
their last interest payment date up to, but not including, the
applicable settlement date. The settlement date for Notes that are
validly tendered and not validly withdrawn on or prior to the Early
Tender Deadline and accepted for purchase is expected to be
September 18, 2019 (the “Early Settlement Date”). If the principal
amount of a series of Notes to be purchased on the Early Settlement
Date is less than the applicable Tender Cap, the settlement date
for Notes that are validly tendered after the Early Tender Deadline
but on or prior to the Expiration Date and accepted for purchase is
expected to be October 2, 2019, the second business day after the
Expiration Date (the “Final Settlement Date”).
Notes of each series validly tendered and not validly withdrawn
on or prior to the Early Tender Deadline will be accepted for
purchase in priority to Notes of such series validly tendered after
the Early Tender Deadline. If an Offer is fully subscribed as of
the Early Tender Deadline, holders who validly tender Notes of the
applicable series after the Early Tender Deadline will not have any
of these Notes accepted for purchase. Notes of any series accepted
for payment on any Settlement Date are subject to proration
(rounded to avoid the purchase of Notes in a principal amount other
than $2,000 or an integral multiple of $1,000 in excess thereof) if
the aggregate principal amount of the Notes of such series validly
tendered and not validly withdrawn is greater than the applicable
Tender Cap.
The Company’s obligation to accept for purchase and to pay for
the Notes validly tendered in each Offer is subject to the
satisfaction or waiver of certain conditions, including a financing
condition, as described in the Offer to Purchase. The Company
reserves the absolute right, subject to applicable law, to: (i)
waive the financing condition or any or all other 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. The Company may
amend or modify an Offer, or extend the Early Tender Deadline,
Withdrawal Deadline, Price Determination Date, Early Settlement
Date, Expiration Date, or Final Settlement Date with respect to an
Offer, without amending or modifying or extending such deadline or
date with respect to the other Offers.
Information Relating to the Offers
BofA Merrill Lynch and Morgan Stanley are acting as the 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) and
Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808
(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 www.seagate.com.
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 and its
intention to enter into an amendment to its existing credit
facility to provide for a new term loan. 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. 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/20190903005976/en/
Shanye Hudson, (408) 658-1863 shanye.hudson@seagate.com
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