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.