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 16, 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 1.01

Entry into a Material Definitive Agreement.

On September 16, 2019, Seagate Technology public limited company (the “Company”) and its subsidiary Seagate HDD Cayman (the “Borrower”) entered into an amendment (the “Amendment”) to the Credit Agreement, dated as of February 20, 2019, by and among the Company, the Borrower, the lenders party thereto, and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”). The Amendment provides for a new term loan facility in the aggregate principal amount of up to $500,000,000 (“Term Loan”). The Term Loan may be drawn on in one or more borrowings at any time prior to December 15, 2019. In order to borrow under the Term Loan the Borrower must certify that it has repurchased, has irrevocably tendered for and repurchased, or concurrently with the making of such Term Loan will irrevocably accept tenders of and repurchase a portion of each or any of its outstanding Notes (as defined below). The Term Loan is repayable in quarterly installments beginning on December 31, 2020 and is scheduled to mature on September 16, 2025. The Term Loan will bear interest at a rate of LIBOR plus a variable margin that will be determined based on the corporate credit rating of the Borrower or one of its parent entities. The Term Loan is guaranteed by the same guarantors (“Guarantors”) that guarantee the Existing Credit Agreement. The other material terms of the Credit Agreement remain unchanged. In accordance with certain financial covenants in the indentures under which the Borrower issued each of its outstanding Senior Notes (including the Notes), the Borrower may not be able, from time to time, to draw the full amounts available under the Credit Facility unless certain subsidiary Guarantors enter into supplemental indentures for such issued and outstanding Senior Notes. Such subsidiary Guarantors plan to enter into such supplemental indentures.

On September 17, 2019, the Borrower requested borrowings under the Term Loan of $500,000,000 principal amount, the proceeds of which will be used together with cash on hand by the Borrower to make payment for the Notes that were validly tendered and not validly withdrawn in connection with the Offers (as defined below).

Certain of the lenders under the Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Borrower or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference to this Item 2.03.

 

Item 8.01

Other Events.

On September 17, 2019, the Company issued a press release announcing the entry by the Borrower into a $500,000,000 term loan facility and the early tender results and upsizing for the previously announced cash tender offers (together, the “Offers”) by the Borrower to purchase up to $250,000,000 in aggregate principal amount of the Borrower’s outstanding 4.250% Senior Notes due 2022 (“2022 Notes”), up to $200,000,000 in aggregate principal amount of the Borrower’s outstanding 4.750% Senior Notes due 2023 (“2023 Notes”) and up to $75,000,000 in aggregate principal amount of the Borrower’s outstanding 4.750% Senior Notes due 2025 (“2025 Notes and, together with the 2022 Notes and 2023 Notes, the “Notes”).

On September 17, 2019, the Company also issued a press release announcing the pricing terms of the Borrower’s previously announced Offers.

Copies of the press releases are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2 and are incorporated herein by reference.    

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

 

Exhibit No.

  

Description

99.1    Press release, dated September  17, 2019, of Seagate Technology plc entitled “Seagate Announces the Early Tender Results and Upsizing of Cash Tender Offers for Certain Outstanding Debt Securities and Entry into $500 Million Term Loan Facility”
99.2    Press release, dated September 17, 2019, of Seagate Technology plc entitled “Seagate Announces the Pricing Terms of Cash Tender Offers for Certain Outstanding Debt Securities”

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.

 

    SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
Date: September 19, 2019     By:  

/s/ Gianluca Romano

    Name:   Gianluca Romano
    Title:   Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO

Press Release

Investor Relations Contact:

Shanye Hudson, (408) 658-1863

shanye.hudson@seagate.com

Seagate Announces the Early Tender Results and Upsizing of Cash Tender Offers for Certain Outstanding Debt Securities and Entry into $500 Million Term Loan Facility

CUPERTINO, CA - September 17, 2019—Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology plc (NASDAQ: STX), today announced the early tender results for its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for (i) up to an aggregate principal amount of $250,000,000 of its 4.250% Senior Notes due 2022 (the “2022 Notes”), (ii) up to an aggregate principal amount of $200,000,000 of its 4.750% Senior Notes due 2023 (the “2023 Notes”), and (iii) up to an aggregate principal amount of $75,000,000 of its 4.750% Senior Notes due 2025 (the “2025 Notes,” and, collectively with the 2022 Notes and the 2023 Notes, the “Notes” and each, a “series”).

The Company also announced that it is increasing the Tender Cap for the Offer for the 2025 Notes from $75,000,000 to $170,000,000, as reflected in the table below. The terms and conditions of the Offers are described in the Offer to Purchase dated September 3, 2019 (as amended to date, the “Offer to Purchase”) and the related Letter of Transmittal (as amended to date, the “Letter of Transmittal”), and remain unchanged except as amended hereby.

As of the previously announced early tender date and time of 5:00 p.m., New York City time, on September 16, 2019 (the “Early Tender Deadline”), the aggregate principal amount of each series of Notes set forth in the table below has been validly tendered and not validly withdrawn in the Offers:

 

Title of
Security

   CUSIP Number    Principal
Amount
Outstanding 		   Tender Cap
(Principal
Amount) 		   Aggregate
Principal
Amount
Tendered 		   Proration
Factor (1) 		  Notes Accepted

4.250% Senior

Notes due 2022

   81180WAV3    $750,000,000    $250,000,000    $384,349,000    65.1%   $249,999,000

4.750% Senior

Notes due 2023

   81180WAH4    $941,000,000    $200,000,000    $302,159,000    66.4%   $200,000,000

4.750% Senior

Notes due 2025

   81180WAL5    $920,000,000    $170,000,000    $333,973,000    51.1%   $169,996,000

 

(1)

Rounded to the nearest tenth of one percent.

Because the aggregate principal amount of the 2022 Notes, the 2023 Notes and the 2025 Notes validly tendered and not withdrawn prior to the Early Tender Deadline exceeds the applicable Tender Cap, each series of such Notes will be subject to proration, as described in the Offer to Purchase and the Letter of Transmittal, based on the applicable proration factor set forth above. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal.

As previously announced, the Total Consideration (as defined in the Offer to Purchase) for each series of Notes will be determined at 10:00 a.m., New York City time, today, September 17, 2019, as described in the Offer to Purchase and the Letter of Transmittal. Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of Notes validly tendered by such holders and accepted for purchase by the Company. Accrued interest up to, but not including, the Early Settlement Date (as defined below) will be paid in cash on all such Notes accepted for purchase by the Company.

The settlement date for the Notes accepted by the Company in connection with the Early Tender Deadline is expected to be on September 18, 2019 (the “Early Settlement Date”).

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on September 30, 2019, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline.

In addition, the Company announced today that it has entered into an amendment to its existing credit agreement to provide for a new term loan facility in an aggregate principal amount of $500,000,000. As a result, the Company has satisfied the financing condition and expects to make payment for the Notes that were validly tendered prior to or at the Early Tender Deadline on the Early Settlement Date.

The Company reserves the absolute right, subject to applicable law, to: (i) waive any or all 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.

Information Relating to the Offers

BofA Merrill Lynch and Morgan Stanley are acting as the Lead Dealer Managers for the Offers, and SMBC Nikko and Wells Fargo are acting as the Co-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), Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (toll-free), SMBC Nikko at (212) 224-5328 (collect) or (888) 284-9760 (toll-free), and Wells Fargo at (704) 410-4756 (collect) or (866) 309-6316 (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.

About Seagate

Seagate creates space for the human experience by innovating how data is stored, shared and used. Learn more at investors.seagate.com.

Seagate and Seagate Technology are registered trademarks of Seagate Technology LLC.

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, the Early Settlement Date, and the Company’s expectation about purchasing Notes tendered after the Early Tender Deadline. 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. Information concerning risks, uncertainties, and other factors that could cause results to differ materially from the expectations described in this document is contained in the Company’s filings with the Securities and Exchange Commission. 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.

Exhibit 99.2

 

LOGO

Press Release

Investor Relations Contact:

Shanye Hudson, (408) 658-1863

shanye.hudson@seagate.com

Seagate Announces the Pricing Terms of Cash Tender Offers for

Certain Outstanding Debt Securities

CUPERTINO, CA - September 17, 2019—Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology plc (NASDAQ: STX), today announced the pricing terms of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) 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 $170,000,000 of its 4.750% Senior Notes due 2025 (collectively, the “Notes”). The terms and conditions of the Offers are described in the Offer to Purchase dated September 3, 2019 (as amended to date, the “Offer to Purchase”) and the related Letter of Transmittal (as amended to date, the “Letter of Transmittal”) and remain unchanged, except as amended by the Company’s press release dated September 17, 2019 increasing the Tender Cap for the offer for the 2025 Notes.

The Total Consideration for each series of Notes is based on the yield to maturity of the applicable U.S. Treasury Security (the “Reference Yield”) plus a fixed spread, in each case, as set forth in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on September 16, 2019 (the “Early Tender Deadline”) and whose Notes are accepted for purchase by the Company. The Reference Yields (as determined pursuant to the Offer to Purchase) listed in the table were determined at 10:00 a.m., New York City time, today, September 17, 2019, by the dealer managers (identified below). The Total Consideration for each series of Notes includes an early tender premium of $30.00 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by the Company.

 

Title of Security

   CUSIP Number     

Reference U.S.
Treasury Security

   Reference Yield     Fixed Spread
(basis points) 		     Total
Consideration
(per $1,000) 		 

4.250% Senior

Notes due 2022

     81180WAV3      1.500% UST due 8/15/22      1.716 %      95      $ 1,036.14  

4.750% Senior

Notes due 2023

     81180WAH4      1.250% UST due 8/31/24      1.678 %      175      $ 1,045.56  

4.750% Senior

Notes due 2025

     81180WAL5      1.250% UST due 8/31/24      1.678 %      225      $ 1,038.84  

As announced yesterday, the Company will accept the Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline, subject to proration. Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on September 30, 2019, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline.

All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Notes tendered up to, but not including, the Early Settlement Date, which is currently expected to be September 18, 2019. In accordance with the terms of the Offers, the withdrawal deadline was 5:00 p.m., New York City time, on September 16, 2019. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). The Company reserves the absolute right, subject to applicable law, to: (i) waive any or all 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.

In connection with the purchase of Notes pursuant to the Offers, the Company requested $500.0 million in aggregate principal amount of term loans under its previously announced term loan facility. Loans under the term loan facility are expected to bear interest at a rate of approximately 3.1% per annum after taking into account the anticipated effect of interest rate hedge transactions we intend to enter into, compared to the weighted average interest rate of Notes being purchased pursuant to the Offers of approximately 4.6% per annum.

Information Relating to the Offers

BofA Merrill Lynch and Morgan Stanley are acting as the Lead Dealer Managers for the Offers, and SMBC Nikko and Wells Fargo are acting as the Co-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), Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (toll-free), SMBC Nikko at (212) 224-5328 (collect) or (888) 284-9760 (toll-free), and Wells Fargo at (704) 410-4756 (collect) or (866) 309-6316 (toll-free).

About Seagate

Seagate creates space for the human experience by innovating how data is stored, shared and used. Learn more at investors.seagate.com.

Seagate and Seagate Technology are registered trademarks of Seagate Technology LLC.

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, the Early Settlement Date, the Company’s expected interest rate for the term loans described above, and the Company’s expectation about purchasing Notes tendered after the Early Tender Deadline. 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. Information concerning risks, uncertainties, and other factors that could cause results to differ materially from the expectations described in this document is contained in the Company’s filings with the Securities and Exchange Commission. 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.