Seagate Technology Holdings plc (STX): debt financing — Seagate issues $1.5B of 3.50% exchangeable senior notes due 2028; initial exchange rate 12.1253 shares per $1,000

Seagate Technology Holdings plc

Principal amount $1.5B ($200M overallotment exercised); notes mature June 1, 2028, interest payable March 1 and Sept 1.
Initial exchange rate 12.1253 ordinary shares per $1,000 principal; Seagate may cash/shares settle excess.
Issuer may redeem notes on/after Sept 8, 2026 if stock price ≥ 130% of exchange price for 20 of 30 trading days.
Seagate entered additional capped call transactions costing $94.5M to hedge potential dilution.
Notes and underlying shares unregistered, sold under Rule 144A; full and unconditional guarantees from parent and Seagate Technology Unlimited.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Seagate Technology Holdings plc incurred convertible notes of $1,500.0 million with Computershare Trust Company, National Association at 3.50% maturing June 1, 2028.

Instrument: convertible notes
Principal: $1,500.0 million
Counterparty: Computershare Trust Company, National Association
Rate: 3.50%
Maturity: June 1, 2028
Event: incurrence

Exact text from the filing

issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028

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

Seagate Technology Holdings plc entered into Indenture with Computershare Trust Company, National Association valued at $1,500.0 million aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (effective 2023-09-13).

Action: entry
Agreement: notes offering
Counterparty: Computershare Trust Company, National Association
Value: $1,500.0 million aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028
Effective: 2023-09-13

Exact text from the filing

On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), which includes $200.0 million aggregate principal amount of Notes offered and sold pursuant to the over-allotment option of the Initial Purchasers (as defined below) to purchase additional Notes, which was exercised in full on September 8, 2023.

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Seagate Technology Holdings plc filing history →

Source: SEC EDGAR

accession 0001193125-23-234372

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