Seagate issues $1.3B of 3.50% exchangeable senior notes due 2028; refinances debt

Seagate Technology Holdings plc

Seagate HDD Cayman priced $1.3B aggregate of 3.50% exchangeable senior notes due 2028; up to $200M additional over-allotment.
Notes exchangeable at 12.1253 shares per $1,000 principal (initial exchange price ~$82.47, 30% premium to Sept 7 close of $63.44).
Capped call transactions entered with cap price $107.8480/share to reduce potential dilution upon exchange.
Net proceeds of ~$1.1B ($1.3B with over-allotment) will repay existing term loans and senior notes; balance for general corporate.
Sale expected to close September 13, 2023; notes guaranteed by Seagate and Seagate Technology Unlimited Company.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Seagate Technology Holdings plc entered into Purchase Agreement with Morgan Stanley & Co. LLC, as representative of the initial purchasers valued at $1.3 billion aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (effective 2023-09-07).

Action: entry
Agreement: notes offering
Counterparty: Morgan Stanley & Co. LLC, as representative of the initial purchasers
Value: $1.3 billion aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028
Effective: 2023-09-07

Exact text from the filing

On September 7, 2023, Seagate Technology Holdings plc (the “Company”) and Seagate HDD Cayman (“HDD”), an indirect wholly owned subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, HDD, Seagate Technology Unlimited Company (“STUC” and, together with the Company, the “Guarantors”) and Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which HDD has agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $1.3 billion aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”)

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Seagate Technology Holdings plc filing history →

Source: SEC EDGAR

accession 0001193125-23-231165

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