{"id":859515,"date":"2025-06-11T08:53:03","date_gmt":"2025-06-11T12:53:03","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/seagate-announces-early-participation-results-and-amendment-of-exchange-offers-and-consent-solicitations-for-senior-notes\/"},"modified":"2025-06-11T08:53:03","modified_gmt":"2025-06-11T12:53:03","slug":"seagate-announces-early-participation-results-and-amendment-of-exchange-offers-and-consent-solicitations-for-senior-notes","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/seagate-announces-early-participation-results-and-amendment-of-exchange-offers-and-consent-solicitations-for-senior-notes\/","title":{"rendered":"Seagate Announces Early Participation Results and Amendment of Exchange Offers and Consent Solicitations for Senior Notes"},"content":{"rendered":"

<\/p>\n

Seagate Announces Early Participation Results and Amendment of <\/b>Exchange Offers and Consent Solicitations for Senior Notes<\/b><\/p>\n

FREMONT, Calif.–(BUSINESS WIRE<\/a>)–
\nSeagate Technology Holdings plc (\u201cSeagate\u201d) (NASDAQ: STX) today announced the early results of the previously announced (i) offers to certain Eligible Holders (as defined below) to exchange (each, an \u201cExchange Offer\u201d and collectively, the \u201cExchange Offers\u201d) any and all outstanding notes of the following eight series issued by Seagate HDD Cayman (\u201cSeagate HDD\u201d) (the \u201cOld Notes\u201d) for new notes to be issued by Seagate Data Storage Technology Pte. Ltd. (\u201cSDST\u201d) (the \u201cNew Notes\u201d), and (ii) related solicitation of consents (each, a \u201cConsent Solicitation\u201d and collectively, the \u201cConsent Solicitations\u201d) by SDST from Eligible Holders to adopt certain proposed amendments (the \u201cProposed Amendments\u201d) to each of the indentures governing the Old Notes (the \u201cExisting Indentures\u201d) that, if adopted, would eliminate substantially all restrictive covenants and certain of the default provisions and certain other provisions currently contained in the Existing Indentures.<\/p>\n

\nThe table below sets forth the principal amount of each series of Old Notes that have been validly tendered (and consents thereby validly delivered) as of 5:00 p.m., New York City time, on June 10, 2025 (the \u201cEarly Participation Deadline\u201d). Each Eligible Holder who validly tenders their Old Notes pursuant to an Exchange Offer is deemed to have validly delivered its consent in the corresponding Consent Solicitation with respect to the principal amount of such tendered Old Notes. Withdrawal and revocation rights for the Exchange Offers and the Consent Solicitations expired at 5:00 p.m., New York City time, on June 10, 2025.<\/b><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Title of Security<\/b><\/p>\n<\/td>\n

\u00a0<\/td>\n\n

CUSIP No. \/ ISIN<\/b><\/p>\n<\/td>\n

\u00a0<\/td>\n\n

Principal Amount Outstanding(1)<\/sup><\/b><\/p>\n<\/td>\n

\u00a0<\/td>\n\n

Principal Amount Tendered at Early Participation Deadline(2)<\/sup><\/b><\/p>\n<\/td>\n

\u00a0<\/td>\n\n

Approximate Percentage of Outstanding Notes Tendered at Early Participation Deadline<\/b><\/p>\n<\/td>\n<\/tr>\n

\n

\n\u00a0<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n\u00a0<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n\u00a0<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n\u00a0<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n\u00a0<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.091% Senior Notes due 2029<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBC4 \/ US81180WBC47<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$470,429,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$429,283,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n91.25%<\/p>\n<\/td>\n<\/tr>\n

\n

\n3.125% Senior Notes due 2029<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBF7 \/ US81180WBF77<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$137,912,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$97,757,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n70.88%<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.250% Senior Notes due 2029<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBN0 \/ US81180WBN02<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$500,000,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$476,949,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n95.39%<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.125% Senior Notes due 2031<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBD2 \/ US81180WBD20<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$236,652,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$205,005,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n86.63%<\/p>\n<\/td>\n<\/tr>\n

\n

\n3.375% Senior Notes due 2031<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBE0 \/ US81180WBE03<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$60,888,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$44,436,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n72.98%<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.500% Senior Notes due 2031<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBP5 \/ US81180WBP59<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$500,000,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$469,937,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n93.99%<\/p>\n<\/td>\n<\/tr>\n

\n

\n9.625% Senior Notes due 2032<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WBM2 \/ US81180WBM29<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$749,999,600<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$713,301,447<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n95.11%<\/p>\n<\/td>\n<\/tr>\n

\n

\n5.750% Senior Notes due 2034<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n81180WAN1 \/ US81180WAN11<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$490,000,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n$301,301,000<\/p>\n<\/td>\n

\u00a0<\/td>\n\n

\n61.49%<\/p>\n<\/td>\n<\/tr>\n<\/table>\n\n\n\n
\n

\n(1)<\/p>\n<\/td>\n

\n\n

\nReflects the principal amount of Old Notes outstanding as of May 28, 2025.<\/p>\n<\/td>\n<\/tr>\n

\n

\n(2)<\/p>\n<\/td>\n

\n\n

\nReflects the aggregate principal amount of Old Notes that have been validly tendered prior to the Early Participation Deadline and not validly withdrawn, based on information provided by the information agent and exchange agent to Seagate.<\/p>\n<\/td>\n<\/tr>\n<\/table>\n

\nSeagate further announced that it has amended the terms of the Exchange Offers such that Eligible Holders who validly tender their Old Notes after the Early Participation Deadline and prior to the Expiration Time will receive the Total Consideration (as defined herein), which consists of $1,000 principal amount of New Notes and a cash amount of $1.25. In addition, Seagate announced that it intends for the New Notes to be issued pursuant to one or more indentures rather than pursuant to a single indenture. All applicable references in the Offering Memorandum and Consent Solicitation Statement are amended accordingly.<\/p>\n

\nAs previously announced, in exchange for each $1,000 principal amount of Old Notes validly tendered, and not validly withdrawn, prior to the Early Participation Deadline, Eligible Holders whose Old Notes are accepted for exchange will receive the total consideration set forth in the table on the cover page of the Offering Memorandum and Consent Solicitation Statement (as defined herein) (the \u201cTotal Consideration\u201d), which consists of $1,000 principal amount of New Notes and a cash amount of $1.25.<\/p>\n

\nExcept with respect to the amendments described above, all terms of the Exchange Offers and Consent Solicitations set forth in the Offering Memorandum and Consent Solicitation Statement remain unchanged.<\/p>\n

\nThe Exchange Offers and Consent Solicitations are being made upon, and are subject to, the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated May 28, 2025 (as amended or supplemented from time to time, the \u201cOffering Memorandum and Consent Solicitation Statement\u201d). The consummation of the Exchange Offer is not subject to, or conditioned upon, the receipt of the requisite consents or to any minimum amount of Old Notes being tendered for exchange.<\/b> Eligible Holders may not deliver consents without tendering such series of Old Notes in the Exchange Offer.<\/p>\n

\nThe Exchange Offers and the Consent Solicitations will expire at 5:00 p.m., New York City time, on June 26, 2025, unless extended (such date and time, as the same may be extended, the \u201cExpiration Time\u201d) or earlier terminated by SDST. The settlement date for each Exchange Offer and Consent Solicitation will be promptly following the Expiration Time of such Exchange Offer and Consent Solicitation. SDST, in its sole discretion, may modify or terminate any Exchange Offer and may extend the Expiration Time and\/or the settlement date with respect to any Exchange Offer, subject to applicable law. Any such modification, termination or extension by SDST with respect to an Exchange Offer will automatically modify, terminate or extend the corresponding Consent Solicitation, as applicable.<\/p>\n

\nAs of the Early Participation Deadline, SDST has received the requisite number of consents to adopt the Proposed Amendments with respect to all Old Notes. Accordingly, Seagate HDD intends to promptly enter into a supplemental indenture to each of the Existing Indentures, reflecting the Proposed Amendments. Each such supplemental indenture will immediately become effective upon such entry but will only become operative upon the exchange of all Old Notes of the subject series validly tendered pursuant to the applicable Exchange Offer. If the Proposed Amendments become operative with respect to a series of Old Notes, the Proposed Amendments will be binding on all holders of such series of Old Notes who did not validly tender their Old Notes in such Exchange Offer.<\/p>\n

Available Documents and Other Details<\/b><\/p>\n

\nDocuments relating to the Exchange Offers and the Consent Solicitations will only be distributed to holders of Old Notes who complete and return an eligibility form confirming that they are either a \u201cqualified institutional buyer\u201d as defined in Rule 144A or not a \u201cU.S. person\u201d as defined in Rule 902 in compliance with Regulation S under the Securities Act and, if in Singapore, a separate eligibility form confirming that they are an \u201caccredited investor\u201d as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the \u201cSFA\u201d) or an \u201cinstitutional investor\u201d as defined in Section 4A of the SFA, in each case pursuant to and in accordance with the requirements of the SFA.<\/p>\n

\nHolders of Old Notes who desire to complete an eligibility forms should either<\/p>\n