Seagate Technology (STX) 8-K Seagate Announces Expiration of Early Exchange Period and Upsize of Previously Announced Exchange 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): November 30, 2022

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

Ireland	001-31560	98-1597419
(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 the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	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 Rule 12b-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 1.01 Entry into Material Definitive Agreement.

On November 30, 2022, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and an indirect subsidiary of Seagate Technology Holdings plc (the “Company”), issued approximately $750 million in aggregate principal amount of 9.625% Senior Notes due 2032 (the “New Notes”) in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding 3.125% Senior Notes due 2029, 4.091% Senior Notes due 2029, 3.375% Senior Notes due 2031, and 4.125% Senior Notes due 2031 (the “Exchange Offers”). ”). The Company announced that it had increased the previously announced New Notes issuance limit from $500 million to approximately $750 million aggregate principal amount, subject to further increase in its sole discretion. The New Notes mature on December 1, 2032, and were issued pursuant to an indenture, dated as of November 30, 2022 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (“STUC” and, together with the Company, the “Guarantors”) and Computershare Trust Company, National Association, as trustee of the New Notes (the “Trustee”). The Company has also entered into a registration rights agreement related to the New Notes, dated as of November 30, 2022 (the “Registration Rights Agreement”), among Seagate HDD, the Guarantors, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp, as the lead dealer managers for the Exchange Offers.

Certain of the dealer managers for the Exchange Offers and their affiliates have provided certain commercial banking, financial advisory, investment banking and other services to the Company and its affiliates in the ordinary course of their business, for which they have received customary fees and commissions. The Trustee and affiliates of each of the dealer managers act as lenders and the Trustee and affiliates of certain dealer managers act as agents under Seagate HDD’s credit agreement.

Indenture and New Notes

The following is a brief description of the material provisions of the Indenture and the New Notes. This description of the Indenture and the New Notes is qualified in its entirety by the Indenture and the form of 9.625% Senior Notes due 2032 (included in the Indenture), filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Interest

Interest on the New Notes will be payable in cash semiannually on June 1 and December 1 of each year, commencing on June 1, 2023, to holders of record of the New Notes on the May 15 and November 15 immediately preceding the interest payment date, as applicable.

Guarantee

The obligations of Seagate HDD pursuant to the Indenture, including any repurchase obligation resulting from a Change of Control Triggering Event (as defined in the Indenture), are fully and unconditionally guaranteed, on a senior unsecured basis, by the Guarantors (the “Guarantee”).

Ranking

The New Notes are unsecured and will rank equally in right of payment with all of Seagate HDD’s other existing and future senior unsecured indebtedness and senior to any future subordinated indebtedness of Seagate HDD. The Guarantee will rank equally in right of payment with all of the Guarantors’ other existing and future unsecured indebtedness. The New Notes will be effectively subordinated to the Guarantors’ and Seagate HDD’s present and future secured debt, to the extent of the value of the assets securing that debt, and will be structurally subordinated to all present and future liabilities, including trade payables, of Seagate HDD’s subsidiaries that do not guarantee the New Notes (including liabilities pursuant to guarantees provided by certain of the Company’s subsidiaries of any borrowings under Seagate HDD’s credit agreement).

Optional Redemption

At any time prior to December 1, 2027, Seagate HDD may redeem the New 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 New Notes that would apply if the New Notes were redeemed on December 1, 2027 (at the price specified in the Indenture) plus the remaining scheduled payments of interest thereon to and including December 1, 2027 discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) 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 New 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 New 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 New Notes before December 1, 2025, at a redemption price of 109.625% plus accrued and unpaid interest to, but excluding, the redemption date.

Repurchase of New Notes upon a Change of Control Triggering Event

Not later than 30 days following a Change of Control Triggering Event (as defined in the Indenture) with respect to the New Notes, Seagate HDD must make an offer to purchase all outstanding New Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

Covenants

The New Notes will be subject to the covenants in the Indenture, which include limitations on liens, limitations on subsidiary debt, limitations on sale and lease-back transactions and limitations on consolidation, merger, and conveyance, transfer and lease of assets. Seagate HDD is not required to make any mandatory redemption or sinking fund payments with respect to the New Notes.

Events of Default

The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the New Notes governed by such Indenture to become or to be declared due and payable.

Registration Rights Agreement

The Registration Rights Agreement provides that, if any New Notes are not freely transferable by persons not affiliated with the Guarantors or Seagate HDD (each, a “Registrable Security”) within 366 days after the original issuance date of the New Notes, the Guarantors and Seagate HDD are required to consummate no later than 451 days after the original issuance date of the New Notes, an offer to exchange all Registrable Securities for a new issue of notes with terms substantially similar to the New Notes that will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an effective Exchange Offer Registration Statement (as defined in the Registration Rights Agreement).

If the Guarantors and Seagate HDD fail to comply with certain of their obligations under the Registration Rights Agreement with respect to any Registrable Security (each, a “Registration Default”), then additional interest will accrue on such Registrable Security at a per annum rate of 0.25% for the first 90 days following such Registration Default, with such additional interest to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum rate of 1.00% per annum, provided that all additional interest will cease to accrue on such Registrable Security upon the earlier of (1) the date on which all Registration Defaults with respect to such Registrable Security have been cured or (2) the date on which such Registrable Security becomes freely transferable by non-affiliates pursuant to Rule 144 under the Securities Act.

The description of the Registration Rights Agreement above is a summary and is qualified in its entirety by the Registration Rights Agreement, filed as Exhibit 4.3 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On November 29, 2022, the Company issued a press release announcing the upsize and expiration of the early exchange period for the Exchange Offers. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Description
4.1	Indenture for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, as Issuer, Seagate Technology Unlimited Company and Seagate Technology Holdings plc, as Guarantors, and Computershare Trust Company, National Association, as Trustee.
4.2	Form of 9.625% Senior Note due 2032 (included in Exhibit 4.1).
4.3	Registration Rights Agreement for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, Seagate Technology Unlimited Company, Seagate Technology Holdings plc, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp
99.1	Press Release, dated November 29, 2022, of Seagate Technology Holdings plc entitled “Seagate Announces Expiration of Early Exchange Period and Upsize of Previously Announced Exchange Offers for Certain Outstanding Debt Securities.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document

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 HOLDINGS PUBLIC LIMITED COMPANY
By:	/s/ Gianluca Romano
Name:	Gianluca Romano
Title:	Executive Vice President and Chief Financial Officer

Date: November 30, 2022