Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2024, Seagate Technology Holdings public limited company (the “Company” or “Seagate”) and Seagate Technology LLC, a Delaware limited liability company, Seagate Technology HDD (India) Private Limited, a private company incorporated under the laws of India, and Seagate Singapore International Headquarters Pte. Ltd., a private company incorporated under the laws of Singapore, each a subsidiary of the Company (such subsidiaries, the “Seagate Sellers”), entered into an Asset Purchase Agreement (the “APA”) with Avago Technologies International Sales Pte. Limited, a private company incorporated under the laws of Singapore (“Purchaser”) and a subsidiary of Broadcom Inc. Pursuant to the APA, the Seagate Sellers have sold certain intellectual property, equipment and other assets related to the design, development, and manufacture of their system-on-chip products (the “SoC Operations”) to Purchaser for $600 million in cash, and Purchaser and its affiliates have agreed to offer employment to certain of the Seagate Sellers’ employees engaged in the SoC Operations, all subject to the terms and conditions set forth therein (such transaction, the “Transaction”).
Seagate Technology LLC and Purchaser have also restructured an existing purchasing agreement in connection with this Transaction, with remedies for each party in the event either party fails to comply with its terms, including terminating the relationship prior to its expiration.
The foregoing description of the APA does not purport to be complete and is qualified in its entirety by reference to the actual terms of such agreement, which will be filed as an exhibit to the Company’s Form 10-Q for the period ending March 29, 2024. A copy of the APA will be provided to give the Company’s shareholders and other security holders information regarding its terms and is not intended to provide any other factual information about the Company, Seagate Sellers, Purchaser or their respective subsidiaries and affiliates. The APA contains representations, warranties and covenants by each of the parties to the APA, which were made only for purposes of the APA and as of specified dates. The representations, warranties and covenants in the APA were made solely for the benefit of the parties to the APA, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the APA instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Seagate Sellers or any other subsidiaries or the SoC Operations. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the APA, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
