Seagate Pricing Exchange

Seagate HDD Cayman, a subsidiary of Seagate Technology plc, announced the pricing of its previously announced exchange offers to certain eligible holders of the company’s outstanding debt securities listed in the table below to exchange existing notes for up to $500,000,000 in aggregate principal amount of the company’s new senior notes due 2029.

The company announced that it will pay interest on the new notes at a rate per annum equal to 4.091%, as calculated in accordance with the offering memorandum.

Existing notes validly tendered and accepted by the company at or prior to 5:00 p.m., New York City time, on June 16, 2020 are expected to settle on June 18, 2020, unless extended by the company.

The table below indicates, among other things, the total exchange consideration (as defined in the offering memorandum) for each $1,000 principal amount of existing notes tendered and accepted as of the early exchange date pursuant to the Exchange Offers determined in accordance with the offering memorandum:

1. The yield of the 0.250% US Treasury due May 31, 2025 as of June 17, 2020 was 0.338% and the yield of the 0.625% US Treasury due May 15, 2030 as of the pricing date was 0.741%.
2. Per $1,000 principal amount of existing notes.
3. Does not reflect any accrued and unpaid interest or amounts due in lieu of any fractional amounts of new notes. The company will pay (i) accrued and unpaid interest due on the existing notes, up to, but not including, the early settlement date and (ii) the amounts due in lieu of any fractional amounts of new notes exchanged for any existing notes accepted for exchange on the early settlement Date, in each case, in cash on the early settlement date.

In accordance with the acceptance priority levels and proration procedures described in the offering memorandum, the company will accept $456,166,000 in aggregate principal amount of the existing notes that were tendered for exchange at or prior to the early exchange date. It expects to deliver an aggregate principal amount of $500,000,000 of new notes and will pay cash for the (i) accrued and unpaid interest due on the existing notes, up to, but not including, the early settlement date accepted for exchange on the early settlement date and (ii) the amounts due in lieu of any fractional amounts of new notes exchanged for any existing notes accepted for exchange on the early settlement date.

The table below indicates, among other things, the principal amount of each series of existing notes validly tendered as of the early exchange date, the principal amount of existing notes to be accepted for exchange as of the early exchange Date and the percentage of the principal amount of existing notes to be accepted for exchange pursuant to the exchange offers:

1. Represents the proration factor since existing notes were validly tendered such that the maximum amount of new notes to be issued in exchange for such tendered existing notes would have exceeded the new issue cap.
 
The exchange offers are scheduled to expire at 11:59PM, New York City time, on June 30, 2020, unless extended by the company. Since existing notes of each series have been validly tendered such that the maximum aggregate principal amount of new notes to be issued in exchange for all such tendered existing notes would exceed the new issue cap, no additional existing notes of either series will be accepted for exchange after the early exchange date.

Tenders of existing notes in the exchange offers may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. The company’s obligation to accept for exchange the existing notes validly tendered in each exchange offer is subject to the satisfaction or waiver of certain conditions as described in the offering memorandum and the company reserves the right to terminate any exchange offer for any reason or for no reason.