Seagate Technology plc (Form: 8-K, Received: 09/04/2019 08:31:58)

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

Date: September 4, 2019

/s/ Gianluca Romano

Name: Gianluca Romano

Title: Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2019

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-31560

98-0648577

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

38/39 Fitzwilliam Square

Dublin 2, Ireland

D02 NX53

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (353) (1) 234-3136

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Ordinary Shares, par value $0.00001 per share

STX

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On September 3, 2019, Seagate Technology plc (the “Company”) issued a press release announcing the commencement of cash tender offers by Seagate HDD Cayman, an indirect wholly-owned subsidiary of the Company (“HDD”), to purchase, subject to certain conditions (including a financing condition), up to $250,000,000 in aggregate principal amount of HDD’s outstanding 4.250% Senior Notes due 2022, up to $200,000,000 in aggregate principal amount of HDD’s outstanding 4.750% Senior Notes due 2023 and up to $75,000,000 in aggregate principal amount of HDD’s outstanding 4.750% Senior Notes due 2025. HDD expects to use cash on hand and borrowings under a new term loan pursuant to an amendment to its existing credit agreement that it intends to enter into concurrently with the tender offers to effect the purchase of validly tendered senior notes pursuant to the tender offers. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is attached to this Current Report on Form 8-K:


Exhibit No.		Description

99.1		Press release, dated September 3, 2019, of Seagate Technology plc entitled “Seagate Announces Cash Tender Offers for Certain Outstanding Debt Securities”

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the cash tender offers for certain outstanding senior notes of Seagate HDD Cayman and its intention to enter into an amendment to its existing credit facility to provide for a new term loan. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this. These forward-looking statements are based on information available to the Company as of the date of this Current Report and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this Current Report is contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2019, the “Risk Factors” section of which is incorporated into this Current Report by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 99.1

LOGO

September 3, 2019

Seagate Announces Cash Tender Offers for Certain Outstanding Debt Securities

CUPERTINO, CA - September 3, 2019—Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology plc (NASDAQ: STX), today announced the commencement of cash tender offers (each, an “Offer”) for (i) up to an aggregate principal amount of $250,000,000 of its 4.250% Senior Notes due 2022, (ii) up to an aggregate principal amount of $200,000,000 of its 4.750% Senior Notes due 2023, and (iii) up to an aggregate principal amount of $75,000,000 of its 4.750% Senior Notes due 2025 (collectively, the “Notes”). The Offers are being made pursuant to and are subject to the terms and conditions, including a financing condition, set forth in the Offer to Purchase dated September 3, 2019 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”). The purpose of the Offers is to reduce the Company’s refinancing risk by refinancing a portion of the Company’s outstanding Notes with term debt that has a later maturity date. Notes purchased in each Offer will be retired and cancelled. The Company expects to use cash on hand and borrowings under a new term loan pursuant to an amendment to its existing credit agreement that it intends to enter into concurrently with the Offers to effect the purchase of validly tendered Notes pursuant to the Offers.

The following table sets forth certain information regarding the Notes and the Offers:


Title of Security	CUSIP Number		Principal Amount Outstanding		Tender Cap (Principal Amount)		Reference U.S. Treasury Security	Bloomberg Reference Page ⁽¹⁾	Fixed Spread (basis points)	Early Tender Premium (per $1,000)
4.250% Senior Notes due 2022		81180WAV3	$	750,000,000	$	250,000,000	1.500% UST due 8/15/22	FIT1	95	$	30.00
4.750% Senior Notes due 2023		81180WAH4	$	941,025,000	$	200,000,000	1.250% UST due 8/31/24	FIT1	175	$	30.00
4.750% Senior Notes due 2025		81180WAL5	$	919,992,000	$	75,000,000	1.250% UST due 8/31/24	FIT1	225	$	30.00

(1)	The applicable page on Bloomberg from which the dealer managers will quote the bid side prices of the applicable U.S. Treasury Security.

Each Offer will expire at 11:59 p.m., New York City time, on September 30, 2019, unless extended or earlier terminated by the Company (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 16, 2019 (the “Withdrawal Deadline”), but may not be withdrawn thereafter except as required by law.

The consideration paid for Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread plus the yield to maturity of the applicable U.S. Treasury Security specified in the table above and in the Offer to Purchase. Holders of Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on September 16, 2019 (the “Early Tender Deadline”) and accepted for purchase will receive the applicable “Total Consideration”, which includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase pursuant to the Offers (the “Early Tender Premium”). Holders who validly tender their Notes after the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium.

Payments for Notes accepted for purchase will include an amount equal to accrued and unpaid interest thereon from and including their last interest payment date up to, but not including, the applicable settlement date. The settlement date for Notes that are validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase is expected to be September 18, 2019 (the “Early Settlement Date”). If the principal amount of a series of Notes to be purchased on the Early Settlement Date is less than the applicable Tender Cap, the settlement date for Notes that are validly tendered after the Early Tender Deadline but on or prior to the Expiration Date and accepted for purchase is expected to be October 2, 2019, the second business day after the Expiration Date (the “Final Settlement Date”).

Notes of each series validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes of such series validly tendered after the Early Tender Deadline. If an Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes of the applicable series after the Early Tender Deadline will not have any of these Notes accepted for purchase. Notes of any series accepted for payment on any Settlement Date are subject to proration (rounded to avoid the purchase of Notes in a principal amount other than $2,000 or an integral multiple of $1,000 in excess thereof) if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn is greater than the applicable Tender Cap.

The Company’s obligation to accept for purchase and to pay for the Notes validly tendered in each Offer is subject to the satisfaction or waiver of certain conditions, including a financing condition, as described in the Offer to Purchase. The Company reserves the absolute right, subject to applicable law, to: (i) waive the financing condition or any or all other conditions to the Offers; (ii) extend or terminate each Offer; (iii) increase, decrease or eliminate any or all of the Tender Caps without extending the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend the Offers in any respect. The Company may amend or modify an Offer, or extend the Early Tender Deadline, Withdrawal Deadline, Price Determination Date, Early Settlement Date, Expiration Date, or Final Settlement Date with respect to an Offer, without amending or modifying or extending such deadline or date with respect to the other Offers.

Information Relating to the Offers

BofA Merrill Lynch and Morgan Stanley are acting as the dealer managers for the Offers. The information agent and tender agent for the Offers is Global Bondholder Services Corp. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting Global Bondholder Services Corp. at (866) 470-4300 (toll-free) or (212) 430-3774 (banks and brokers). Questions regarding the Offers should be directed to BofA Merrill Lynch at (980) 387-3907 (collect) or (888) 292-0070 (toll-free) and Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (toll-free).

This press release shall not constitute an offer to sell, a solicitation to buy, or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the cash tender offers for certain outstanding senior notes of the Company and its intention to enter into an amendment to its existing credit facility to provide for a new term loan. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties and other factors may be beyond the Company’s control and may pose a risk to the Company’s operating and financial condition. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by applicable law.