8-KMaterial AgreementsFinancial EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (Jun 1, 2009)

Filed June 1, 2009For Securities:STX

Summary

Seagate Technology Holdings plc (STX) filed a Form 8-K on June 1, 2009, primarily to report on actions taken in connection with the consummation of a merger involving its subsidiaries, Maxtor Corporation and Seagate Technology (US) Holdings, Inc. (STUS). The key event detailed is the entry into second supplemental indentures for Maxtor's outstanding convertible notes and debentures. These supplemental indentures formally transfer the obligations related to these debt instruments from Maxtor to STUS. For investors, this filing signifies a restructuring of Seagate's debt obligations following the internal merger. STUS is now the primary obligor on Maxtor's convertible debt, with Seagate Technology Holdings plc providing a full and unconditional guarantee. This ensures that the principal and interest payments on these notes and debentures remain guaranteed by the parent company, providing continuity and security for bondholders. While the underlying financial health and performance are not detailed in this specific 8-K, it marks an administrative and legal step in the company's operational consolidation.

Key Highlights

  • 1Seagate Technology Holdings plc entered into second supplemental indentures related to Maxtor Corporation's outstanding convertible notes and debentures.
  • 2These indentures were executed on June 1, 2009, in connection with the consummation of a merger between Maxtor Corporation and Seagate Technology (US) Holdings, Inc. (STUS).
  • 3STUS assumed all obligations of Maxtor under the indentures and the associated notes and debentures.
  • 4Maxtor Corporation was discharged and released from its obligations under these debt instruments.
  • 5Seagate Technology Holdings plc provided a full and unconditional guarantee for all of STUS's obligations under these indentures and notes, including principal and interest payments.
  • 6The filing incorporates by reference the details of these material definitive agreements as provided in the supplemental indentures.

Frequently Asked Questions

This Form 8-K filing by Seagate Technology Holdings plc serves to report on the entry into material definitive agreements, specifically second supplemental indentures. These agreements are a consequence of the consummation of a merger between two of Seagate's subsidiaries, Maxtor Corporation and Seagate Technology (US) Holdings, Inc. (STUS), and formalize the transfer of debt obligations.

Following the merger, Seagate Technology (US) Holdings, Inc. (STUS) has assumed all of Maxtor Corporation's obligations related to its outstanding 2.375% Convertible Senior Notes due 2012, 6.80% Convertible Senior Notes due 2010, and 5.75% Convertible Subordinated Debentures due 2012. Maxtor has been released from these obligations.

Yes, Seagate Technology Holdings plc has provided a full and unconditional guarantee for all of STUS's obligations under these indentures and the associated notes and debentures. This means the parent company guarantees the timely payment of principal and interest, providing assurance to the noteholders.

This filing is primarily an administrative and legal update reflecting a change in the obligor and guarantor due to a corporate restructuring (the merger). The terms of the notes and debentures themselves (e.g., interest rates, maturity dates, conversion features) remain as originally established, but the responsibility for fulfilling those terms has been transferred and guaranteed by different entities within the Seagate corporate structure.