01—Abstract
Summary
Summary of the 8-K filed May 12, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 12, 2025, Seagate Technology Holdings plc (NASDAQ: STX) disclosed through Form 8-K that its subsidiary, Seagate Data Storage Technology Pte.
Ltd., launched a private offering of $400.0 milliona aggregate principal amount of senior notes due 2030. The notes are expected to be guaranteed by Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Seagate HDD Cayman, and are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. PJT Partners served as financial advisor to the Company on the transaction.
In connection with the offering, Seagate HDD Cayman issued a notice of conditional full redemption for all of its outstanding 4.875%b Senior Notes due 2027. The redemption price equals 100% of principal plus a make-whole premium set forth in the indenture, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is conditioned on receipt of net proceeds from one or more financing transactions, together with cash on hand, sufficient to pay the Redemption Price on or before the redemption date.
The Company intends to use the net proceeds from the new notes, together with cash on hand, to finance the redemption of the 2027 Notes and to pay related fees and expenses. The filing states that the offering may not be consummated and that its size and terms are not guaranteed.
02—Key points
Key Highlights
- Subsidiary Seagate Data Storage Technology Pte. Ltd. announced an offering of $400.0 million aggregate principal amount of senior notes due 2030
- Notes expected to be guaranteed by Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Seagate HDD Cayman
- Offering is a private placement to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, subject to market and other conditions
- Seagate HDD Cayman issued a notice of conditional full redemption of all outstanding 4.875% Senior Notes due 2027
- Redemption price is 100% of principal plus a make-whole premium set forth in the 2027 Notes indenture, plus accrued and unpaid interest
- Redemption is conditioned on receipt of net proceeds from financing transactions, together with cash on hand, sufficient to pay the Redemption Price
- Proceeds, together with cash on hand, are intended to fund the redemption and pay related fees and expenses; PJT Partners was financial advisor
03—Questions
Frequently Asked Questions
How much is the new senior notes offering and when do the notes mature?
The offering is for $400.0 million aggregate principal amount of senior notes due 2030, announced May 12, 2025, by subsidiary Seagate Data Storage Technology Pte. Ltd.
What is the purpose of the offering?
The Company intends to use the net proceeds from the notes, together with cash on hand, to finance the redemption of the 4.875% Senior Notes due 2027 and to pay related fees and expenses.
How will the 2027 Notes be redeemed?
Seagate HDD Cayman issued a conditional notice of full redemption at 100% of principal, plus a make-whole premium under the 2027 Notes indenture, plus accrued and unpaid interest to the redemption date. The redemption is conditioned on receipt of sufficient net proceeds from financing transactions, together with cash on hand.
Who is guaranteeing the new notes?
The notes are expected to be guaranteed by Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Seagate HDD Cayman.
Is the offering guaranteed to close?
No. The offering is subject to market and other conditions, and the filing's forward-looking statements note the Company cannot assure that the offering will be consummated or guarantee its size or terms.
04—Continue