8-KMaterial AgreementsFinancial Events

Seagate Technology Holdings plc 8-K Report, Material Agreement (May 22, 2023)

Filed May 22, 2023For Securities:STX

Summary

Seagate Technology Holdings plc (STX) announced an eighth amendment to its Credit Agreement, primarily focused on modifying its debt covenants. The amendment introduces a 'covenant relief period' running until June 27, 2025, during which specific leverage and interest coverage ratios are adjusted. Notably, the total leverage ratio is temporarily replaced by a total net leverage ratio, with a maximum of 6.75x initially, and the minimum interest coverage ratio is reduced to 2.50x. This amendment also includes significant changes to the company's credit facilities, reducing revolving loan commitments by $250.0 million to $1.5 billion. Furthermore, Seagate faces potential increases in interest rates on its loans if it does not prepay at least $450.0 million in term loans by September 30, 2023. A failure to meet this prepayment target or a downgrade in corporate ratings could also trigger an obligation to provide collateral for the Credit Agreement, subject to certain conditions.

Key Highlights

  • 1Seagate entered into an eighth amendment to its Credit Agreement on May 19, 2023.
  • 2A 'covenant relief period' is established from the amendment date until June 27, 2025, with modified financial covenants.
  • 3The total leverage ratio is temporarily replaced by a total net leverage ratio (max 6.75x) during the relief period.
  • 4Minimum interest coverage ratio is reduced to 2.50x during the relief period.
  • 5Revolving loan commitments are reduced by $250.0 million, totaling $1.5 billion.
  • 6Failure to prepay $450.0 million in term loans by September 30, 2023, may lead to increased interest rates.
  • 7An obligation to provide collateral may arise if certain loan prepayment or corporate rating thresholds are not met.

Frequently Asked Questions

The main purpose is to provide Seagate with financial flexibility by temporarily modifying its debt covenants during a 'covenant relief period' which runs until June 27, 2025. This includes adjustments to leverage and interest coverage ratios, and potential changes to loan terms.

During the relief period, the total leverage ratio is replaced by a total net leverage ratio with a maximum of 6.75x initially, and the minimum interest coverage ratio is reduced to 2.50x. These ratios will step down periodically within the relief period and revert to stricter requirements afterward.

If Seagate does not prepay at least $450.0 million aggregate principal amount of outstanding term loans by September 30, 2023, the applicable interest rate margins for its revolving and term loans may increase.

Seagate could be obligated to provide collateral for its Credit Agreement obligations if it fails to prepay at least $450.0 million in term loans by December 29, 2023, or if two of its corporate issuer ratings fall below specified thresholds. Certain limitations and exclusions apply to this collateral requirement.