Seagate Announces Offering of Exchangeable Senior Unsecured Notes
06 Setembro 2023 - 7:39PM
Business Wire
Seagate HDD Cayman (the “Company”), a subsidiary of Seagate
Technology Holdings plc (NASDAQ: STX) (“Seagate”), today announced
that it intends, subject to market and other conditions, to offer
up to $1.3 billion in aggregate principal amount of exchangeable
senior notes due 2028 (the “Notes”) in a private placement to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). The Company also expects to grant the
initial purchasers of the Notes an option to purchase up to an
additional $200 million aggregate principal amount of Notes for
settlement within a 13-day period beginning on, and including, the
date on which the notes are first issued, solely to cover
over-allotments. The Notes are expected to be guaranteed by Seagate
and Seagate Technology Unlimited Company.
The Notes will be exchangeable under certain circumstances at
the option of the holders into cash up to the aggregate principal
amount of Notes to be exchanged, and cash, ordinary shares of
Seagate, or a combination of both, at Seagate’s election, in
respect of any remainder of the Company’s conversion obligation in
excess of such principal amount. The interest rate, initial
exchange rate and other terms of the Notes will be determined at
the time of pricing of the offering.
In connection with the pricing of the Notes, the Company and
Seagate expect to enter into privately negotiated capped call
transactions with one or more of the initial purchasers in the Note
offering or their respective affiliates and/or other financial
institutions (the “option counterparties”) having an expiration
date that is the same as the maturity date of the Notes. The capped
call transactions are expected to cover, subject to customary
anti-dilution adjustments substantially similar to those applicable
to the Notes, the same number of Seagate’s ordinary shares that
will initially underly the Notes.
The capped call transactions are expected generally to reduce
the potential dilution to Seagate’s ordinary shares and/or offset
potential cash payments the Company is required to make in excess
of the principal amount, in each case, upon any exchange of the
Notes, with such reduction and/or offset subject to a cap. If the
market price per ordinary share, as measured under the terms of the
capped call transactions, exceeds the cap price of the capped call
transactions, there would nevertheless be dilution and/or there
would not be an offset of such potential cash payments, in each
case, to the extent that such market price exceeds the cap price of
the capped call transactions. If the initial purchasers of the
Notes exercise their over-allotment option, the Company expects to
enter into additional capped call with the option
counterparties.
The Company expects that, in connection with establishing their
initial hedges of the capped call transactions, the option
counterparties or their respective affiliates will enter into
various derivative transactions with respect to Seagate’s ordinary
shares and/or purchase Seagate’s ordinary shares concurrently with
or shortly after the pricing of the Notes. This activity could
increase (or reduce the size of any decrease in) the market price
of ordinary shares or the Notes at that time. In addition, the
Company expects that the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Seagate’s ordinary
shares and/or by purchasing or selling Seagate’s ordinary shares or
other securities of the Company in secondary market transactions
following the pricing of the Notes and prior to the maturity of the
Notes (and are likely to do so during the final observation period
related to an exchange of the Notes). This activity could also
cause or avoid an increase or a decrease in the market price of the
ordinary shares or the Notes, which could affect the ability of
holders to exchange their Notes and, to the extent the activity
occurs during any observation period related to an exchange of the
Notes, it could affect the amount of cash that holders will receive
upon exchange of their Notes.
The Company intends to use the net proceeds from the offering of
the Notes to repay existing indebtedness, including portions of the
Company’s outstanding term loans and/or senior notes, and for
general corporate purposes, which may include repayment of other
outstanding indebtedness, capital expenditures and other
investments in the business.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The Notes, guarantees, and ordinary shares to be offered have not
been and will not be registered under the Securities Act, or
applicable state securities laws, and may not be offered or sold in
the United States absent registration except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.
About Seagate
Seagate Technology is the leading innovator of mass-capacity
data storage solutions. We create breakthrough technology so you
can confidently store your data and easily unlock its value.
Founded over 45 years ago, Seagate has shipped over four billion
terabytes of data capacity and offers a full portfolio of storage
devices, systems, and services from edge to cloud.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements provide current expectations of
future events based on certain assumptions and include any
statement that does not directly relate to any historical fact.
Forward-looking statements include, among other things, statements
about the terms and conditions of, and completion of, the offering
of the Notes and the use of proceeds therefrom, the execution of
capped call transactions, and the entry into derivative
transactions by counterparties and the potential effect on the
Company’s ordinary shares and Notes related thereto, each as
described above. The Company cannot assure that the offering will
be consummated, nor can it guarantee the size or terms of the
offering. Forward-looking statements generally can be identified by
words such as “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “projects,” “should,” “may,”
“will,” “will continue,” “can,” “could” or the negative of these
words, variations of these words and comparable terminology, in
each case, intended to refer to future events or circumstances.
However, the absence of these words or similar expressions does not
mean that a statement is not forward-looking. Forward-looking
statements are subject to various uncertainties and risks that
could cause the Company’s actual results to differ materially from
historical experience and the Company’s present expectations or
projections. These risks and uncertainties include, but are not
limited to, those described under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the Company’s latest periodic report on
Form 10-K filed with the U.S. Securities and Exchange Commission.
Undue reliance should not be placed on the forward-looking
statements in this press release, which are based on information
available to us on, and which speak only as of, the date hereof.
The Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made, unless required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230906894604/en/
Investor Relations Contact: Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com
Media Contact: Gregory Belloni, (415) 235-9092
gregory.belloni@seagate.com
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