8-KMaterial AgreementsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (Mar 22, 2010)

Filed March 22, 2010For Securities:STX

Summary

Seagate Technology Holdings plc (STX) filed an 8-K on March 22, 2010, to report on material definitive agreements related to its planned corporate redomiciliation from the Cayman Islands to Ireland. The primary event detailed is the entry into a Third Supplemental Indenture concerning the company's 10.00% Senior Secured Second-Priority Notes due 2014. This amendment was necessary to accommodate the corporate restructuring, ensuring continuity for bondholders and facilitating the transition to a new Irish parent company. The company successfully obtained the required consents from noteholders for the amendments, which adjusted the definitions of "Company" and "Guarantor" within the existing Indenture to reflect the new corporate structure. Specifically, the Cayman Islands-based Seagate Technology was largely replaced by the forthcoming Irish entity, Seagate Technology plc, as the "Company" under the indenture, while the former entity was reclassified as a "Guarantor." These changes are crucial for maintaining the terms and enforceability of the existing debt instruments throughout the corporate reorganization.

Key Highlights

  • 1Seagate Technology is proceeding with its planned redomiciliation from the Cayman Islands to Ireland.
  • 2A Third Supplemental Indenture was executed on March 19, 2010, to amend the terms of the 10.00% Senior Secured Second-Priority Notes due 2014.
  • 3The company successfully obtained the required majority consent from noteholders for the proposed amendments.
  • 4Key amendments include updating the definitions of "Company" and "Guarantor" within the Indenture to reflect the new corporate structure (Cayman entity becoming a guarantor, Irish entity becoming the "Company").
  • 5The amendments facilitate transactions such as consolidations or mergers involving the new Irish parent company or its subsidiary, provided certain conditions, including the continuation of the entity or its incorporation in specific jurisdictions, are met.
  • 6The Third Supplemental Indenture becomes effective upon payment of consent fees to noteholders and the completion of the corporate redomiciliation transaction.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on a material definitive agreement, specifically the Third Supplemental Indenture, which amends the terms of Seagate's existing senior secured notes. This amendment is a crucial step in facilitating the company's planned redomiciliation from the Cayman Islands to Ireland.

The redomiciliation requires adjustments to the existing debt agreements to reflect the new corporate structure. The Third Supplemental Indenture updates the indenture for the 10.00% Senior Secured Second-Priority Notes due 2014. It ensures that the new Irish parent company, Seagate Technology plc, is recognized appropriately within the indenture, while the former Cayman Islands entity becomes a guarantor, thus maintaining the integrity and enforceability of the debt.

The Indenture was amended to reflect the new corporate structure. The Cayman Islands-based "Seagate Technology" was largely removed from the definition of "Company" and added as a "Guarantor." The new Irish public limited company, "Seagate Technology plc," was added as the "Company." Additionally, certain definitions related to "Change of Control" and exceptions for consolidations or mergers were modified to accommodate transactions involving the Irish entity or its successors.

The Third Supplemental Indenture becomes effective upon two conditions being met: first, the cash fee must be paid to all noteholders who provided valid consents on a timely basis, and second, the overall corporate redomiciliation transaction must be completed.