Debt | Debt The following table provides details of the Company’s debt as of June 30, 2023 and July 1, 2022: (Dollars in millions) June 30, July 1, Unsecured Senior Notes (1) $1,000 issued on May 22, 2013 at 4.75% due June 1, 2023 (the “2023 Notes”) , interest payable semi-annually on June 1 and December 1 of each year. $ — $ 540 $500 issued on February 3, 2017 at 4.875% due March 1, 2024 (the “2024 Notes”) , interest payable semi-annually on March 1 and September 1 of each year. — 499 $1,000 issued on May 28, 2014 at 4.75% due January 1, 2025 (the “2025 Notes”) , interest payable semi-annually on January 1 and July 1 of each year. 479 479 $700 issued on May 14, 2015 at 4.875% due June 1, 2027 (the “2027 Notes”) , interest payable semi-annually on June 1 and December 1 of each year. 504 504 $500 issued on June 18, 2020 at 4.091% due June 1, 2029 (the “June 2029 Notes”) , interest payable semi-annually on June 1 and December 1 of each year. 465 466 $500 issued on December 8, 2020 at 3.125% due July 15, 2029 (the “July 2029 Notes”) , interest payable semi-annually on January 15 and July 15 of each year. 163 500 $500 issued on May 30, 2023 at 8.25% due December 15, 2029 ( the “December 2029 Notes” ), interest payable semi-annually on June 15 and December 15 of each year. 500 — $500 issued on June 10, 2020 at 4.125% due January 15, 2031 (the “January 2031 Notes”) , interest payable semi-annually on January 15 and July 15 of each year. 275 500 $500 issued on December 8, 2020 at 3.375% due July 15, 2031 (the “July 2031 Notes”) , interest payable semi-annually on January 15 and July 15 of each year. 72 500 $500 issued on May 30, 2023 at 8.50% due July 15, 2031 ( the “8.50% July 2031 Notes” ), interest payable semi-annually on January 15 and July 15 of each year. 500 — $750 issued on November 30, 2022 at 9.625% due December 1, 2032 (the “2032 Notes”), interest payable semi-annually on June 1 and December 1 of each year. 750 — $500 issued on December 2, 2014 at 5.75% due December 1, 2034 (the “2034 Notes”) , interest payable semi-annually on June 1 and December 1 of each year. 489 489 Term Loan $600 borrowed on October 14, 2021 at SOFR plus a variable margin ranging from 1.125% to 2.375%, ( the “Term Loan A1”) , repayable in quarterly installments beginning on December 31, 2022, with a final maturity date of September 16, 2025. 430 600 $600 borrowed on October 14, 2021 at SOFR plus a variable margin ranging from 1.25% to 2.5%, ( the “Term Loan A2”) , repayable in quarterly installments beginning on December 31, 2022, with a final maturity date of July 30, 2027. 430 600 $600 borrowed on August 18, 2022 at SOFR plus a variable margin ranging from 1.25% to 2.5%, ( the “Term Loan A3 ”), repayable in quarterly installments beginning on December 31, 2022, with a final maturity date of July 30, 2027. 430 — 5,487 5,677 Less: unamortized debt issuance costs (36) (31) Debt, net of debt issuance costs 5,451 5,646 Less: current portion of long-term debt (63) (584) Long-term debt, less current portion $ 5,388 $ 5,062 ___________________________________ (1 ) All unsecured senior notes are issued by Seagate HDD Cayman (“Seagate HDD”), and the obligations under these notes are fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company (“STUC”) and STX . Debt Exchange 2032 Notes. On November 30, 2022, Seagate HDD issued, in a private placement, $750 million in aggregate principal amount of 9.625% Senior Notes due on December 1, 2032, in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding existing senior notes as set forth below: (Dollars in millions) Existing Notes Principal Amount Outstanding Principal Amount Exchanged July 2031 Notes $ 500 $ 423 July 2029 Notes 500 336 January 2031 Notes 500 205 Total $ 1,500 $ 964 The exchange was accounted for as a debt extinguishment and the Company recorded a net gain of $204 million, which was included in Net gain recognized from early redemption of debt in the Company’s Consolidated Statements of Operations for fiscal year 2023. At any time prior to December 1, 2027, Seagate HDD may redeem the 2032 Notes at its option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price. The “make-whole” redemption price will be equal to the greater of: (1) (a) the sum of the present values at such redemption date of the redemption price of the 2032 Notes that would apply if the new 2032 Notes were redeemed on December 1, 2027 plus the remaining scheduled payments of interest thereon to and including December 1, 2027 discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2032 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time on or after December 1, 2027, Seagate HDD may redeem some or all of the 2032 Notes at the prices specified in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, Seagate HDD may redeem with the net cash proceeds from one or more equity offerings up to 40% of the 2032 Notes before December 1, 2025, at a redemption price of 109.625% plus accrued and unpaid interest to, but excluding, the redemption date. December 2029 Notes. On May 30, 2023, Seagate HDD Cayman issued, in a private placement, $500 million in aggregate principal amount of 8.25% Senior Notes which will mature on December 15, 2029. The interest on the December 2029 Notes is payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2023 . 8.50% July 2031 Notes. On May 30, 2023, Seagate HDD Cayman issued, in a private placement, $500 million in aggregate principal amount of 8.50% Senior Notes which will mature on July 15, 2031. The interest on the July 2031 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2024 . In connection with the issuance of the December 2029 and 8.50% July 2031 Notes, the entire outstanding principal amount of the 2024 Notes and $450 million principal amount of the Term Loans were repaid. The exchange was accounted for as a debt extinguishment and the Company recorded a net loss of $17 million, which was included in Net gain recognized from early redemption of debt in the Company’s Consolidated Statements of Operations for fiscal year 2023. At any time before July 15, 2026, Seagate HDD may redeem the December 2029 or 8.50% July 2031 Notes of either series at its option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price. The “make-whole” redemption price will be equal to the greater of: (1)(a) the sum of the present values at such redemption date of the redemption price of the applicable series of Notes that would apply if such series of Notes were redeemed on July 15, 2026 (at the price specified in the applicable Indenture) plus the remaining scheduled payments of interest thereon to, and including, July 15, 2026 discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate (as defined in the applicable Indenture) as of such redemption date; plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of such series of Notes to be redeemed plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time on or after July 15, 2026, Seagate HDD may, at its option, redeem some or all of the Notes of either series at the prices specified in the applicable Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, Seagate HDD may redeem with the net cash proceeds from one or more equity offerings up to 40% of the outstanding principal amount of each series of Notes at any time prior to July 15, 2026, at a redemption price of 108.25%, in the case of the 2029 Notes, and a redemption price of 108.50%, in the case of the 2031 Notes, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date. Debt Repurchases In February 2023, $20 million principal amount of the January 2031 Notes, $5 million principal amount of the June 2029 Notes, and $5 million principal amount of the July 2031 Notes were repurchased for cash at a discount to their principal amounts, plus accrued and unpaid interest. The Company recorded a gain of $3 million on these repurchases during fiscal year 2023, which was included in Net gain recognized from early redemption of debt in the Company’s Consolidated statements of Operations. Credit Agreement The Company’s subsidiary, Seagate HDD Cayman, entered into a credit agreement on February 20, 2019, which was amended on May 28, 2019, September 16, 2019, January 13, 2021, May 18, 2021, October 14, 2021, August 18, 2022, November 8, 2022, May 19, 2023 and June 26, 2023 (the “Credit Agreement”). On August 18, 2022, Seagate Technology Holdings plc and Seagate HDD (the “Borrower”) entered into an amendment to its Credit Agreement (the “Sixth Amendment”), which provided for a new Term Loan facility in the aggregate principal amount of $600 million (“Term Loan A3”). Term Loan A3 was borrowed in full at the closing of the Sixth Amendment. The Sixth Amendment to the Credit Agreement also replaced the LIBOR interest rates plus variable margin for the Term Loans A1 and A2 with the SOFR interest rates plus a variable margin that will be determined based on the corporate credit rating of the Borrower or one of its parent entities. The Sixth Amendment also permits the Borrower to increase the revolving loan commitments or obtain new Term Loans of up to $100 million in aggregate (the “Incremental facility”), subject to the satisfaction of certain terms and conditions. On November 8, 2022, the Borrower entered into the seventh amendment to its Credit Agreement to increase the maximum permitted total leverage ratio the Company must comply with during the covenant relief period that ends on June 28, 2024 and prohibit the Company from pursuing the use of the Incremental Facility during the covenant relief period. The maximum permitted total leverage ratio is 5.0 to 1.0 from the fiscal quarters ending December 30, 2022 to June 30, 2023. For the fiscal quarter ending September 29, 2023, the maximum permitted total leverage ratio is 4.75 to 1.0 and then steps down to 4.5 to 1.0 from the fiscal quarters ending December 29, 2023 to June 28, 2024. The maximum permitted leverage ratio will return to 4.0 to 1.0 for any fiscal quarter ending after June 28, 2024. On May 19, 2023, the Borrower entered into the eight amendment to its Credit Agreement (the “Eighth Amendment”) to replace the total leverage ratio with a new total net leverage ratio during the covenant relief period which terminates on June 27, 2025. The maximum total net leverage ratio is 6.75 to 1.00 beginning with the fiscal quarter ending June 30, 2023, with periodic step downs during the covenant relief period, shifting to a maximum total leverage ratio of 4.0 to 1.0 for any fiscal quarter ending at any time other than during the covenant relief period. The minimum interest coverage ratio is 2.50 to 1.0 beginning with the fiscal quarter ending June 30, 2023, with periodic step downs and step ups during the covenant relief period, returning to a minimum interest coverage ratio of 3.25 to 1.0 for any fiscal quarter ending after June 28, 2024. The Eight Amendment also reduced the Revolving Credit Facility to $1.5 billion. On June 26, 2023, the Borrower entered into the ninth amendment to its Credit Agreement to, among other things, modify the repayment schedules of the Term Loans to reflect the $450 million pay down of the Term Loans. As of June 30, 2023, no borrowings (including Swingline loans) were outstanding and no commitments were utilized for letters of credit issued under the Revolving Credit Facility. STX and certain of its material subsidiaries, including STUC, fully and unconditionally guarantee both the Revolving Credit Facility and the Term Loans. The Credit Agreement includes three financial covenants: (1) interest coverage ratio, (2) leverage ratio and (3) a minimum liquidity amount. The Company was in compliance with the covenants as of June 30, 2023 and expects to be in compliance for the next 12 months. Future Principal Payments on Long-term Debt At June 30, 2023, future principal payments on long-term debt were as follows (in millions): Fiscal Year Amount 2024 $ 63 2025 582 2026 497 2027 612 2028 519 Thereafter 3,245 Total $ 5,518 |