Seagate Announces Expiration and Final Tender Results for Certain Outstanding Debt Securities
02 July 2020 - 12:48AM
Business Wire
Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology plc (NASDAQ: STX), today announced the expiration and
final 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, from each registered holder of
the Notes (individually, a “Holder” and collectively, the
“Holders”). The Company announced the early tender results for the
Tender Offers on June 16, 2020 (the “Early Tender Deadline”), for
Notes validly tendered and not validly withdrawn prior to 5:00
p.m., New York City time, on the Early Tender Deadline. The Tender
Offers expired at 11:59 p.m., New York City time, on June 30, 2020
(the “Expiration Date”).
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 Expiration Date, 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tendered and not validly withdrawn in the Tender Offers: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
Prior to the Tender Offers
Tender Cap (Principal
Amount)
Aggregate Principal Amount
Tendered as of the Early Tender Deadline
Aggregate Principal Amount
Tendered after the Early Tender Deadline and as of the Expiration
Date
Total Aggregate Principal
Amount Previously Purchased and Expected to be Purchased
4.250% Senior
Notes due 2022
81180WAV3
$ 477,435,000
$ 275,000,000
$ 247,759,000
$ 420,000
$ 248,179,000
4.750% Senior
Notes due 2023
81180WAH4
$ 723,788,000
$ 225,000,000
$ 174,276,000
$ 3,666,000
$ 177,942,000
Because the outstanding aggregate principal amount of each of
the 2022 Notes and the 2023 Notes validly tendered and not validly
withdrawn after the Early Tender Deadline and prior to the
Expiration Date do not exceed the applicable Tender Cap, neither
series of Notes will be subject to proration.
Holders of Notes validly tendered and not validly withdrawn
prior to the Expiration Date will receive the applicable Tender
Offer Consideration (as defined in the Offer to Purchase) on the
final settlement date, which is expected to be July 2, 2020 (the
“Final Settlement Date”). In addition to the applicable Tender
Offer Consideration for such Notes, such Holders of Notes accepted
for purchase will also receive, in cash, all accrued and unpaid
interest, rounded to the nearest cent, per $1,000 principal amount
of such Notes, from the last interest payment date up to, but not
including, the Final Settlement Date.
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
Corporation. Copies of the Offer to Purchase, Letter of
Transmittal, and related offering materials are available by
contacting Global Bondholder Services Corporation 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 were 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 Final 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/20200701005689/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1714
shanye.hudson@seagate.com
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