---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-231165"
form_type: "8-K"
ticker: "STX"
cik: "0001137789"
company_name: "Seagate Technology Holdings plc"
filed_at: "2023-09-08T23:59:59+00:00"
generated_at: "2026-06-10T22:00:28.897919+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-231165
- form_type: 8-K
- ticker: STX
- cik: 0001137789
- company_name: Seagate Technology Holdings plc
- filed_at: 2023-09-08T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1137789/000119312523231165/0001193125-23-231165-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1137789/000119312523231165/d486512d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-231165
- JSON: https://secwatch.observer/filing/0001193125-23-231165.json
- Plain text: https://secwatch.observer/filing/0001193125-23-231165.txt

## Key facts
- Material Agreements
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137789/000119312523231165/0001193125-23-231165-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.