Exhibit 99.2
Maxtor Corporation
c/o Seagate Technology
920 Disc Drive
Scotts Valley, CA 95066
May 12, 2009
Notice to Holders of Maxtor Corporation 6.80% Convertible Senior Notes Due 2010
Regarding Merger with Seagate Technology (US) Holdings, Inc.
CUSIP Numbers:
577729 AC 0 and 577729 AB 2*
Maxtor Corporation, a Delaware corporation (the “Company”) and U.S. Bank National Association, as Trustee (the “Trustee”), are parties to that certain Indenture, dated as of May 7, 2003 (the “Indenture”), concerning the Company’s 6.80% Convertible Senior Notes due 2010 (the “Notes”), as supplemented and amended by that First Supplemental Indenture, dated as of May 19, 2006, by and among the Company, the Trustee and Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”). This Notice is being delivered to the Trustee and the Holders of the Notes pursuant to Section 10.09 of the Indenture. Capitalized terms used but not otherwise defined in this Notice have the meanings given to them in the Indenture.
Notice is hereby given that:
1. The Company intends to enter into transactions (the “Transactions”) pursuant to which, on or about June 1, 2009, the Company will assign all of its assets and merge with and into its parent, Seagate Technology (US) Holdings, Inc., a Delaware corporation (“Holdings”), a wholly owned indirect subsidiary of Parent.
2. Pursuant to the Transactions, Holdings will continue as the surviving and continuing corporation and succeed to and assume all the rights and obligations of the Company under the Notes and the Indenture and in accordance with the Delaware General Corporation Law.
3. In connection with the Transactions, Parent will irrevocably and fully and unconditionally guarantee all of Holdings’ obligations under the Notes and the Indenture as assumed from the Company.
4. The Company expects the Transactions to become effective on or about June 1, 2009.
| * | The CUSIP number is included solely for convenience. The Company shall not be responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness with respect to the Notes or as indicated in this Notice. |
IN WITNESS WHEREOF, Maxtor Corporation caused this Notice to be executed in its name and on its behalf by its duly authorized officers on the date first written above.
| | |
| MAXTOR CORPORATION |
| |
| By: | | /s/ PATRICK J. O’MALLEY |
| Name: | | Patrick J. O’Malley |
| Title: | | President |
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| By: | | /s/ KENNETH M. MASSARONI |
| Name: | | Kenneth M. Massaroni |
| Title: | | Corporate Secretary, General Counsel and Senior Vice President |
| cc: | U.S. Bank National Association |
| | 550 S. Hope Street, 5th Floor |
| | Los Angeles, California 90071 |
| | Attn: Paula Oswald, Account Officer |
| | U.S. Bank National Association |
| | One California Street, Suite 2100 |
| | San Francisco, California 94111 |
| | Attn: Andrew Fung, Account Officer |
[Maxtor signature page to Notice to Holders of 6.80% notes]
