Exhibit 99.1
Press Release
Investor Relations Contact:
Shanye Hudson, (408)658-1863
shanye.hudson@seagate.com
Seagate Announces the Early Tender Results and Upsizing of Cash Tender Offers for Certain Outstanding Debt Securities and Entry into $500 Million Term Loan Facility
CUPERTINO, CA- September 17, 2019—Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology plc (NASDAQ: STX), today announced the early tender results for its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for (i) up to an aggregate principal amount of $250,000,000 of its 4.250% Senior Notes due 2022 (the “2022 Notes”), (ii) up to an aggregate principal amount of $200,000,000 of its 4.750% Senior Notes due 2023 (the “2023 Notes”), and (iii) up to an aggregate principal amount of $75,000,000 of its 4.750% Senior Notes due 2025 (the “2025 Notes,” and, collectively with the 2022 Notes and the 2023 Notes, the “Notes” and each, a “series”).
The Company also announced that it is increasing the Tender Cap for the Offer for the 2025 Notes from $75,000,000 to $170,000,000, as reflected in the table below. The terms and conditions of the Offers are described in the Offer to Purchase dated September 3, 2019 (as amended to date, the “Offer to Purchase”) and the related Letter of Transmittal (as amended to date, the “Letter of Transmittal”), and remain unchanged except as amended hereby.
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on September 16, 2019 (the “Early Tender Deadline”), the aggregate principal amount of each series of Notes set forth in the table below has been validly tendered and not validly withdrawn in the Offers:
| | | | | | | | | | | | |
Title of
Security | | CUSIP Number | | Principal
Amount
Outstanding | | Tender Cap
(Principal
Amount) | | Aggregate
Principal
Amount
Tendered | | Proration
Factor (1) | | Notes Accepted |
4.250% Senior Notes due 2022 | | 81180WAV3 | | $750,000,000 | | $250,000,000 | | $384,349,000 | | 65.1% | | $249,999,000 |
4.750% Senior Notes due 2023 | | 81180WAH4 | | $941,000,000 | | $200,000,000 | | $302,159,000 | | 66.4% | | $200,000,000 |
4.750% Senior Notes due 2025 | | 81180WAL5 | | $920,000,000 | | $170,000,000 | | $333,973,000 | | 51.1% | | $169,996,000 |
| (1) | Rounded to the nearest tenth of one percent. |
Because the aggregate principal amount of the 2022 Notes, the 2023 Notes and the 2025 Notes validly tendered and not withdrawn prior to the Early Tender Deadline exceeds the applicable Tender Cap, each series of such Notes will be subject to proration, as described in the Offer to Purchase and the Letter of Transmittal, based on the applicable proration factor set forth above. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal.
As previously announced, the Total Consideration (as defined in the Offer to Purchase) for each series of Notes will be determined at 10:00 a.m., New York City time, today, September 17, 2019, as described in the Offer to Purchase and the Letter of Transmittal. Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of Notes validly tendered by such holders and accepted for purchase by the Company. Accrued interest up to, but not including, the Early Settlement Date (as defined below) will be paid in cash on all such Notes accepted for purchase by the Company.
