Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology plc (NASDAQ: STX), today announced the commencement of
cash tender offers (each, a “Tender Offer” and together the “Tender
Offers”) for (i) up to an aggregate principal amount of
$225,000,000 (the “2023 Note Cap”) of its 4.750% Senior Notes due
2023 (the “2023 Notes”) and (ii) up to $275,000,000 in aggregate
principal amount (the “2022 Note Cap” and, together with the 2023
Note Cap, the “Tender Caps”) of its 4.250% Senior Notes due 2022
(the “2022 Notes”, and together with the 2023 Notes, the “Notes”,
and each a “series” of Notes), up to a maximum aggregate principal
amount of $500,000,000 (the “Maximum Tender Amount”), from each
registered holder of the Notes (individually, a “Holder” and
collectively, the “Holders”). The Tender 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
June 3, 2020 (the “Offer to Purchase”) and the related Letter of
Transmittal (the “Letter of Transmittal”). The purpose of the
Tender 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 Tender
Offer will be retired and cancelled. The Company expects to use
cash on hand and proceeds from the offering of a new series of
senior notes due 2031 to effect the purchase of validly tendered
Notes pursuant to the Tender Offers. Such offering will only be
made pursuant to a separate confidential offering memorandum and
nothing contained herein shall constitute an offer to purchase such
notes.
The following table sets forth certain information regarding
the Notes and the Tender Offers:
Title of Security
CUSIP Number
Principal Amount
Outstanding
Tender Cap (Principal Amount)
(1)
Tender Offer
Consideration
Early Tender Premium (per
$1,000)
Total Consideration
(2)
4.750% Senior Notes due 2023
81180WAH4
$723,788,000
$225,000,000
$1,027.50
$50.00
$1,077.50
4.250% Senior Notes due 2022
81180WAV3
$477,435,000
$275,000,000
$1,000.00
$50.00
$1,050.00
(1)
Acceptance of the Notes are subject to the
Maximum Tender Amount and relevant Tender Cap.
(2)
The Total Consideration, which will be
determined as set forth herein, will be inclusive of the Early
Tender Premium but exclusive of Accrued Interest (as defined
herein).
Each Offer will expire at 11:59 p.m., New York City time, on
June 30, 2020, or any other date and time to which the Company
extends such Tender Offer (such date and time, as may be extended,
the “Expiration Date”), unless earlier terminated. Holders must
validly tender their Notes at or prior to 5:00 p.m., New York City
time, on June 16, 2020 (the “Early Tender Deadline”) to be eligible
to receive the applicable Total Consideration (as defined herein),
which includes an early tender premium of $50.00 per $1,000
principal amount of the Notes accepted for purchase pursuant to the
Tender Offers (the “Early Tender Premium”). If Holders tender their
Notes after the applicable Early Tender Deadline, but on or prior
to the Expiration Date, with respect to any Notes accepted for
purchase you will be eligible to receive the applicable Tender
Offer Consideration, which is an amount equal to the applicable
Total Consideration minus the Early Tender Premium.
Notes may be withdrawn on or prior to, but not after, 5:00 p.m.,
New York City time, on June 16, 2020 (such date and time, as may be
extended with respect to the Tender Offers the “Withdrawal
Deadline”). Each Tender Offer is subject to the satisfaction or
waiver of the conditions, including, without limitation, the
financing condition.
Payment for Notes that are validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline and accepted for
purchase will be made promptly following the Early Tender Deadline
(such date of payment, the “Early Settlement Date”). Payment for
Notes that are validly tendered after the Early Tender Deadline but
on or prior to the Expiration Date and accepted for purchase will
be made promptly following such Expiration Date (such date, the
“Final Settlement Date”). No tenders will be valid if submitted
after the Expiration Date. The Early Settlement Date and the Final
Settlement Date are each referred to as a “Settlement Date.”
The “Total Consideration” per $1,000 principal amount for a
series of Notes validly tendered and not validly withdrawn, and
that are accepted for purchase pursuant to the relevant Tender
Offer will be the amount specified in the table above and in the
Offer to Purchase.
In addition to the applicable Tender Offer Consideration or the
Total Consideration, as applicable, all Holders of Notes accepted
for purchase will also receive accrued and unpaid interest rounded
to the nearest cent, on such $1,000 principal amount of Notes, from
the last applicable interest payment date up to, but not including,
the applicable Settlement Date (the “Accrued Interest”).
Notes of a series may be subject to proration (rounded down to
the nearest $1,000 and to avoid the purchase of Notes in a
principal amount other than $2,000 or in 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 Maximum Tender Amount or applicable Tender Cap.
Furthermore, if a Tender Offer is fully subscribed as of the Early
Tender Deadline, Holders who validly tender Notes of the applicable
series after such Early Tender Deadline will not have any of their
Notes of such series accepted for purchase. Depending on the amount
tendered and the applicable proration factor applied, if the
principal amount of Notes returned to a Holder as a result of
proration would result in less than the minimum authorized
denomination of $2,000 being returned to such Holder, the Company
will either accept or reject all of such Holder’s validly tendered
Notes.
The Company’s obligation to accept for purchase and to pay for
the Notes validly tendered in each Tender 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
Tender Offers; (ii) extend or terminate each Tender Offer; (iii)
increase or eliminate the Maximum Tender Amount and increase,
decrease or eliminate the Tender Caps without extending the Early
Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend
the Tender Offers in any respect. The Company may amend or modify a
Tender Offer, or extend the Early Tender Deadline, Withdrawal
Deadline, Early Settlement Date, Expiration Date, or Final
Settlement Date with respect to a Tender Offer, without amending or
modifying or extending such deadline or date with respect to the
other Tender Offers.
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 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 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 are being 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 its offering of a new series of senior notes due
2031. 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/20200603005460/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1714
shanye.hudson@seagate.com
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