Seagate gives pricing, acceptance totals 2025, 2027 notes exchange

By Sarah Lizee

Olympia, Wash., June 17 – Seagate Technology plc subsidiary Seagate HDD Cayman announced the pricing and early results of its offers to exchange existing notes for up to $500 million of new senior notes due 2029.

The company will pay interest on the new notes at a 4.091% annualized rate.

The company said that so far, $644,148,000 of the notes have been tendered for exchange.

Specifically, the following existing notes had been tendered for exchange by the early deadline, 5 p.m. ET on June 16, listed in order of acceptance priority level with the total consideration per $1,000 principal amount:

• $270,778,000 of the $749,996,000 outstanding 4.75% senior notes due 2025 (Cusip: 81180WAL5), subject to a $275 million exchange cap, at a price of $1,096.45, calculated using the 0.25% U.S. Treasury due May 31, 2025 and a fixed spread of 215 basis points; and

• $373.37 million of the $690,426,000 outstanding 4.875% senior notes due 2027 (Cusip: 81180WAR2), subject to $300 million exchange cap, at a price of $1,097.69 calculated using the 0.625% U.S. Treasury due May 15, 2030 and a fixed spread of 250 bps.

All of the tenders of the 4.75% notes will be accepted, and $185,388,000 of the tendered 4.875% notes will be accepted at a proration factor of 49.7%.

Although the exchange offers are scheduled to expire at 11:59 p.m. ET on June 30, since existing notes have been validly tendered so that the maximum aggregate principal amount of new notes to be issued in exchange would exceed the new issue cap, the company does not expect to accept for exchange any notes tendered after the early exchange date.

The exchange consideration includes an early exchange premium of $50 per $1,000 principal amount of notes tendered by 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 was 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. Final settlement would have been on July 2.

Notes may be accepted on a prorated basis.

Tenders may no longer be withdrawn.

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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