8-KMaterial AgreementsFinancial EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (Nov 5, 2013)

Filed November 5, 2013For Securities:STX

Summary

Seagate Technology plc (STX) filed an 8-K on November 5, 2013, reporting the issuance of $800 million in aggregate principal amount of 3.75% Senior Notes due 2018. These notes were issued by Seagate HDD Cayman, an indirect subsidiary, with Seagate Technology plc acting as the guarantor. This debt issuance provides Seagate with additional capital, the specifics of which are not detailed in this filing but are typically used for operational needs, potential acquisitions, or refinancing existing debt. The filing also outlines key terms of the indenture and notes, including interest payment dates, ranking (senior unsecured), optional redemption provisions (make-whole), and a mandatory repurchase offer triggered by a Change of Control at 101% of the principal amount. Additionally, a Registration Rights Agreement is in place to ensure these notes can be registered under the Securities Act of 1933, with provisions for additional interest payments if registration is delayed.

Key Highlights

  • 1Seagate HDD Cayman, a subsidiary, issued $800 million in 3.75% Senior Notes due November 15, 2018.
  • 2Seagate Technology plc is the guarantor of these senior unsecured notes.
  • 3Interest is payable semi-annually on May 15 and November 15, starting May 15, 2014.
  • 4Notes are unsecured and rank pari passu with other senior unsecured debt.
  • 5A 'make-whole' redemption clause allows early redemption at a premium.
  • 6A Change of Control Triggering Event requires Seagate to repurchase notes at 101% of principal plus accrued interest.
  • 7A Registration Rights Agreement mandates registration of the notes or an exchange offer to ensure liquidity and compliance with securities laws.

Frequently Asked Questions

While the specific use of proceeds is not detailed in this 8-K filing, companies typically issue debt to fund operations, make strategic acquisitions, refinance existing debt, or for general corporate purposes. Investors should look to future SEC filings (like the 10-Q or 10-K) for more specific details on how these funds were utilized.

The notes are senior unsecured obligations of Seagate HDD Cayman and are guaranteed on a senior unsecured basis by Seagate Technology plc. This means they rank equally with other unsecured debt of Seagate HDD and the Company and are effectively subordinated to any secured debt, as they are not backed by specific company assets.

In the event of a 'Change of Control Triggering Event,' as defined in the indenture, Seagate HDD is obligated to make an offer to repurchase all outstanding notes at a price of 101% of their principal amount, plus any accrued and unpaid interest. This protects noteholders in the event of a significant change in the company's ownership or control.

The Registration Rights Agreement ensures that Seagate will take steps to register these notes under the Securities Act of 1933 or conduct an exchange offer within a specified timeframe. If Seagate fails to meet these obligations, they will be required to pay additional interest on the notes, escalating with delays. This provision aims to ensure that the notes become freely transferable by investors not affiliated with Seagate.