What is the purpose of the $400 million notes offering?

The net proceeds, together with cash on hand, will be used to redeem in full HDD's outstanding 4.875% Senior Notes due 2027 and to pay related fees and expenses. The transaction is a refinancing that pushes maturities out to 2030.

Will this refinancing increase Seagate's interest expense?

Likely on the refinanced amount. The new notes bear 5.875% interest, versus 4.875% on the 2027 Notes being redeemed, a 100 basis point increase. The filing does not quantify the net change in annual interest expense, which would also depend on the size of the redeemed notes and any cash used.

Is this offering publicly registered, and who can buy the notes?

No. The notes are sold in a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. They have not been registered under the Securities Act and cannot be offered in the U.S. absent registration or an exemption.

When will the transaction close and what could delay it?

Closing is expected on or about May 27, 2025, subject to customary closing conditions. The filing does not identify specific risks to closing beyond those standard conditions.

STX 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed May 13, 2025. Cited figures are marked; the original filing is the authoritative source.

On May 12, 2025, Seagate Technology Holdings plc (NASDAQ: STX) disclosed that its subsidiary Seagate Data Storage Technology Pte.

Ltd. (SDST) agreed to sell $400 million^a of 5.875% Senior Unsecured Notes due 2030 in a Rule 144A / Regulation S private placement, priced at 100% of principal. The notes are senior unsecured obligations of SDST, initially guaranteed on a senior unsecured basis by Seagate Technology Holdings plc, Seagate Technology Unlimited Company, and Seagate HDD Cayman. Closing is expected on or about May 27, 2025, subject to customary conditions.

PJT Partners acted as financial advisor to the Company. The primary purpose of the offering is refinancing. Net proceeds, together with cash on hand, will fund the full redemption of HDD's outstanding 4.875%^b Senior Notes due 2027 and pay related fees and expenses.

Because the transaction replaces 4.875%^c debt with 5.875% debt, the coupon on the refinanced portion rises by 100 basis points, so the deal is better read as a maturity extension and liability management step than as a source of new growth capital. The filing does not disclose the size of the 2027 Notes being redeemed beyond what is implied by the redemption, and it does not quantify expected interest savings or costs. For investors, the filing is a routine debt refinancing rather than a material change to Seagate's operations, guidance, or capital return policy.

Its main significance is that it extends the company's debt maturity profile to 2030 and keeps the guarantor structure intact. Certain initial purchasers are lenders or agents under SDST's existing credit agreement, which is a standard disclosure. Investors should watch the closing on May 27, 2025 and the execution of the 2027 Notes redemption.

02—Key points

Key Highlights

Seagate's subsidiary SDST priced $400 million of 5.875% Senior Unsecured Notes due 2030 at 100% of principal in a private placement.
Net proceeds plus cash on hand will fully redeem HDD's 4.875% Senior Notes due 2027, extending the maturity profile to 2030.
The new notes carry a 100 basis point higher coupon than the notes being redeemed, which increases interest cost on the refinanced amount.
Notes are senior unsecured obligations of SDST, guaranteed on a senior unsecured basis by Seagate Technology Holdings plc, Seagate Technology Unlimited Company, and Seagate HDD Cayman.
Closing is expected on or about May 27, 2025, subject to customary closing conditions.
PJT Partners served as financial advisor to the Company; certain initial purchasers are existing lenders or agents under SDST's credit agreement.
The filing describes a routine refinancing and does not indicate changes to operations, guidance, or shareholder returns.

03—Questions

Frequently Asked Questions

What is the purpose of the $400 million notes offering?
The net proceeds, together with cash on hand, will be used to redeem in full HDD's outstanding 4.875% Senior Notes due 2027 and to pay related fees and expenses. The transaction is a refinancing that pushes maturities out to 2030.
Will this refinancing increase Seagate's interest expense?
Likely on the refinanced amount. The new notes bear 5.875% interest, versus 4.875% on the 2027 Notes being redeemed, a 100 basis point increase. The filing does not quantify the net change in annual interest expense, which would also depend on the size of the redeemed notes and any cash used.
Who guarantees the new notes and what is their ranking?
The notes are senior unsecured obligations of SDST. They are initially guaranteed on a senior unsecured basis by Seagate Technology Holdings plc, Seagate Technology Unlimited Company, and Seagate HDD Cayman.
Is this offering publicly registered, and who can buy the notes?
No. The notes are sold in a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. They have not been registered under the Securities Act and cannot be offered in the U.S. absent registration or an exemption.
When will the transaction close and what could delay it?
Closing is expected on or about May 27, 2025, subject to customary closing conditions. The filing does not identify specific risks to closing beyond those standard conditions.

04—Continue

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