8-KMaterial AgreementsFinancial EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (May 18, 2011)

Filed May 18, 2011For Securities:STX

Summary

Seagate Technology Holdings plc (STX) has announced the issuance of $600 million in aggregate principal amount of 7.000% Senior Notes due 2021 through its indirect subsidiary, Seagate HDD Cayman. These notes mature on November 1, 2021, and bear a semi-annual interest rate of 7.000%. The issuance is guaranteed by the parent company, Seagate Technology plc, on a senior unsecured basis. This offering represents a significant financing event for Seagate, providing capital likely intended for operational needs or strategic initiatives. Investors should note that the notes are unsecured and will rank equally with other senior unsecured debt of Seagate HDD, but will be effectively subordinated to secured debt and structurally subordinated to liabilities of Seagate HDD's subsidiaries. The company has included provisions for optional redemption and a mandatory repurchase offer in the event of a Change of Control Triggering Event, offering some protection to noteholders.

Key Highlights

  • 1Seagate HDD Cayman, a subsidiary of Seagate Technology plc, issued $600 million of 7.000% Senior Notes due 2021.
  • 2The notes mature on November 1, 2021, with interest payable semi-annually.
  • 3Seagate Technology plc provides an unconditional senior unsecured guarantee for the notes.
  • 4The notes are unsecured, ranking equally with other senior unsecured debt of Seagate HDD.
  • 5Effective subordination exists for secured debt of Seagate HDD and parent company, and structural subordination for subsidiaries' liabilities.
  • 6The company can optionally redeem the notes, with varying prices and conditions depending on the redemption date.
  • 7A Change of Control Triggering Event requires Seagate HDD to offer to repurchase all outstanding notes at 101% of the principal amount.

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