| Item 1.01 | Entry into a Material Definitive Agreement |
On December 3, 2020, Seagate Technology plc (the “Company”) and Seagate HDD Cayman (“HDD”), an indirect wholly owned subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, HDD, and Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company has agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $500 million aggregate principal amount of 3.125% Senior Notes due 2029 (the “2029 Notes”) and $500 million aggregate principal amount of 3.375% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The offering of the Notes is expected to close on December 8, 2020, subject to satisfaction of customary closing conditions.
The Notes will be senior unsecured debt obligations of HDD and will initially be guaranteed on a senior unsecured basis by the Company. The Company intends to use the net proceeds from the offering of the Notes for repurchases of its ordinary shares and for general corporate purposes, which may include repayment of other outstanding indebtedness, capital expenditures and other investments in the business.
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and HDD, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities.
Certain of the Initial Purchasers or their affiliates are lenders and/or agents under HDD’s existing credit agreement.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On December 2, 2020 the Company issued a press release announcing HDD’s intention, subject to market and other conditions, to offer the Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act and in offshore transactions under Regulation S under the Securities Act. The Notes will be guaranteed by the Company. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On December 3, 2020, the Company issued a press release announcing the pricing of HDD’s offering of the Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and in offshore transactions pursuant to Regulation S under the Securities Act. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. | | Description |
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| 10.1 | | Purchase Agreement, dated as of December 3, 2020, by and among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein |
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| 99.1 | | Press Release, dated December 2, 2020, of Seagate Technology plc entitled “Seagate Announces Offering of Senior Unsecured Notes.” |
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| 99.2 | | Press Release, dated December 3, 2020, of Seagate Technology plc entitled “Seagate Announces Pricing of $1 Billion of Senior Unsecured Notes.” |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
