Seagate Technology (STX) 8-K Seagate Announces Cash Tender Offers for Certain Outstanding Debt Securities

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2019

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	001-31560	98-0648577
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

38/39 Fitzwilliam Square Dublin 2, Ireland	D02 NX53
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (353)(1) 234-3136

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per share	STX	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On September 3, 2019, Seagate Technology plc (the “Company”) issued a press release announcing the commencement of cash tender offers by Seagate HDD Cayman, an indirect wholly-owned subsidiary of the Company (“HDD”), to purchase, subject to certain conditions (including a financing condition), up to $250,000,000 in aggregate principal amount of HDD’s outstanding 4.250% Senior Notes due 2022, up to $200,000,000 in aggregate principal amount of HDD’s outstanding 4.750% Senior Notes due 2023 and up to $75,000,000 in aggregate principal amount of HDD’s outstanding 4.750% Senior Notes due 2025. HDD expects to use cash on hand and borrowings under a new term loan pursuant to an amendment to its existing credit agreement that it intends to enter into concurrently with the tender offers to effect the purchase of validly tendered senior notes pursuant to the tender offers. A copy of this press release is attached to this Current Report onForm 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is attached to this Current Report onForm 8-K:

Exhibit No.	Description
99.1	Press release, dated September 3, 2019, of Seagate Technology plc entitled “Seagate Announces Cash Tender Offers for Certain Outstanding Debt Securities”

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the cash tender offers for certain outstanding senior notes of Seagate HDD Cayman and its intention to enter into an amendment to its existing credit facility to provide for a new term loan. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this. These forward-looking statements are based on information available to the Company as of the date of this Current Report and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this Current Report is contained in the Company’s Annual Report on Form10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2019, the “Risk Factors” section of which is incorporated into this Current Report by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
Date: September 4, 2019	By:	/s/ Gianluca Romano
	Name: Gianluca Romano
	Title:   Executive Vice President and Chief Financial Officer