Seagate Technology Holdings plc Announces Early Participation Results and Amendment of Exchange Offers and Consent Solicitations for Senior Notes

Published: 2025-06-11 09:35:22 ET STX

Published on 06/11/2025 at 09:35

Seagate Technology Holdings plc announced the early results of the previously announced (i) offers to certain Eligible Holders to exchange (each, an ?Exchange Offer? and collectively, the ?Exchange Offers?) any and all outstanding notes of the following eight series issued by Seagate HDD Cayman (?Seagate HDD?) (the ?Old Notes?) for new notes to be issued by Seagate Data Storage Technology Pte. Ltd. (?SDST?) (the ?New Notes?), and (ii) related solicitation of consents (each, a ?Consent Solicitation?

and collectively, the ?Consent Solicitations?) by SDST from Eligible Holders to adopt certain proposed amendments (the ?Proposed Amendments?) to each of the indentures governing the Old Notes (the ?Existing Indentures?) that, if adopted, would eliminate substantially all restrictive covenants and certain of the default provisions and certain other provisions currently contained in the Existing Indentures. Seagate further announced that it has amended the terms of the Exchange Offers such that Eligible Holders who validly tender their Old Notes after the Early Participation Deadline and prior to the Expiration Time will receive the Total Consideration (as defined herein), which consists of $1,000 principal amount of New Notes and a cash amount of $1.25. In addition, Seagate announced that it intends for the New Notes to be issued pursuant to one or more indentures rather than pursuant to a single indenture.

All applicable references in the Offering Memorandum and Consent Solicitation Statement are amended accordingly. As previously announced, in exchange for each $1,000 principal amount of Old Notes validly tendered, and not validly withdrawn, prior to the Early Participation Deadline, Eligible Holders whose Old Notes are accepted for exchange will receive the total consideration set forth in the table on the cover page of the Offering Memorandum and Consent Solicitation Statement (as defined herein) (the ?Total Consideration?), which consists of $1,000 principal amount of New Notes and a cash amount of $1.25.