Seagate HDD seeks to swap 2025, 2030 notes for new notes due 2029

By Marisa Wong

Los Angeles, June 4 – Seagate Technology plc subsidiary Seagate HDD Cayman said it has begun offers to exchange existing notes for up to $500 million of new senior notes due 2029.

Seagate is offering to exchange the following existing notes, listed in order of acceptance priority level:

• $749,996,000 outstanding 4.75% senior notes due 2025 (Cusip: 81180WAL5), subject to a $275 million exchange cap, at a price to be calculated using the 0.25% U.S. Treasury due May 31, 2025 and a fixed spread of 215 basis points; and

• $690,426,000 outstanding 4.875% senior notes due 2027 (Cusip: 81180WAR2), subject to $300 million exchange cap, at a price to be calculated using the 0.625% U.S. Treasury due May 15, 2030 and a fixed spread of 250 bps.

Each exchange offer will expire at 11:59 p.m. ET on June 30, 2020.

The exchange consideration includes an early exchange premium of $50 per $1,000 principal amount of notes tendered by 5 p.m. ET on June 16, the early exchange date.

Holders tendering after the early exchange date will only receive the applicable exchange consideration, which is the total exchange consideration less the early exchange premium.

Pricing will be set at 10 a.m. ET on June 17.

In addition, holders of notes accepted for exchange will receive a cash payment representing all or a portion of the accrued interest to but excluding the applicable settlement date and amounts due in lieu of any fractional amounts of new notes.

Settlement of early tendered notes will be promptly after the early exchange date, and final settlement is expected to be July 2.

If the amount of notes of a series tendered by the early exchange date would cause the overall offer cap or the applicable series exchange cap to be exceeded, the company will not accept any notes tendered after the early exchange date, even if they are of acceptance priority level 1.

If the offer cap or series cap is exceeded, notes will be accepted on a prorated basis.

Tenders may be withdrawn at any time at or prior to 5 p.m. ET on June 16.

The new notes will mature on June 1, 2029 and will bear interest at a rate equal to the yield corresponding to the bid-side price of the 0.625% U.S. Treasury due May 15, 2030 as of 10 a.m. ET on June 17 plus a fixed spread of 335 bps.

The company will not receive any cash proceeds from the exchange offers.

Holders who would like access to the electronic eligibility form should contact Global Bondholder Services Corp. (866 470-4300, 212 430-3774 (banks and brokers) or https://gbsc-usa.com/eligibility/seagate).

Seagate is a Cupertino, Calif.-based hard drive manufacturer.

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