Current Report Filing (8-k)
04 September 2019 - 10:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2019
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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Ireland
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001-31560
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98-0648577
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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38/39 Fitzwilliam Square
Dublin 2, Ireland
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D02 NX53
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(Address of principal executive office)
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(Zip Code)
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Registrants telephone number, including area code: (353)
(1) 234-3136
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12 (b) of the Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Ordinary Shares, par value $0.00001 per share
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STX
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On September 3, 2019, Seagate Technology plc (the Company) issued a press release announcing the commencement of cash tender
offers by Seagate HDD Cayman, an indirect wholly-owned subsidiary of the Company (HDD), to purchase, subject to certain conditions (including a financing condition), up to $250,000,000 in aggregate principal amount of HDDs
outstanding 4.250% Senior Notes due 2022, up to $200,000,000 in aggregate principal amount of HDDs outstanding 4.750% Senior Notes due 2023 and up to $75,000,000 in aggregate principal amount of HDDs outstanding 4.750% Senior Notes due
2025. HDD 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 tender offers to effect the purchase of validly tendered senior
notes pursuant to the tender offers. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibit is attached to this
Current Report on Form 8-K:
Cautionary Note Regarding Forward-Looking Statements
This Current Report 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 Seagate HDD Cayman and its intention to enter into an amendment to its existing credit
facility to provide for a new term loan. These statements identify prospective information and include words such as expects, plans, anticipates, believes, estimates, predicts,
projects and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this. These forward-looking statements are based on information available to the Company as of the
date of this Current Report and are based on managements current views and assumptions. 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. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the
expectations described in this Current Report is contained in the Companys Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) on August 2, 2019,
the Risk Factors section of which is incorporated into this Current Report by reference. These forward-looking statements should not be relied upon as representing the Companys 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
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SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
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Date: September 4, 2019
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By:
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/s/ Gianluca Romano
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Name: Gianluca Romano
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Title: Executive Vice President and Chief Financial Officer
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