Item 1.01 Entry into Material Definitive Agreement.
On
Certain of the dealer managers for the Exchange Offers and their affiliates have provided certain commercial banking, financial advisory, investment banking and other services to the Company and its affiliates in the ordinary course of their business, for which they have received customary fees and commissions. The Trustee and affiliates of each of the dealer managers act as lenders and the Trustee and affiliates of certain dealer managers act as agents under Seagate HDD's credit agreement.
Indenture and New Notes
The following is a brief description of the material provisions of the Indenture and the New Notes. This description of the Indenture and the New Notes is qualified in its entirety by the Indenture and the form of 9.625% Senior Notes due 2032 (included in the Indenture), filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
Interest
Interest on the New Notes will be payable in cash semiannually on
Guarantee
The obligations of Seagate HDD pursuant to the Indenture, including any repurchase obligation resulting from a Change of Control Triggering Event (as defined in the Indenture), are fully and unconditionally guaranteed, on a senior unsecured basis, by the Guarantors (the "Guarantee").
Ranking
The New Notes are unsecured and will rank equally in right of payment with all of Seagate HDD's other existing and future senior unsecured indebtedness and senior to any future subordinated indebtedness of Seagate HDD. The Guarantee will rank equally in right of payment with all of the Guarantors' other existing and future unsecured indebtedness. The New Notes will be effectively subordinated to the Guarantors' and Seagate HDD's present and future secured debt, to the extent of the value of the assets securing that debt, and will be structurally subordinated to all present and future liabilities, including trade payables, of Seagate HDD's subsidiaries that do not guarantee the New Notes (including liabilities pursuant to guarantees provided by certain of the Company's subsidiaries of any borrowings under Seagate HDD's credit agreement).
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Optional Redemption
At any time prior to
At any time on or after
In addition, Seagate HDD may redeem with the net cash proceeds from one or more
equity offerings up to 40% of the New Notes before
Repurchase of New Notes upon a Change of Control Triggering Event
Not later than 30 days following a Change of Control Triggering Event (as defined in the Indenture) with respect to the New Notes, Seagate HDD must make an offer to purchase all outstanding New Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
Covenants
The New Notes will be subject to the covenants in the Indenture, which include limitations on liens, limitations on subsidiary debt, limitations on sale and lease-back transactions and limitations on consolidation, merger, and conveyance, transfer and lease of assets. Seagate HDD is not required to make any mandatory redemption or sinking fund payments with respect to the New Notes.
Events of Default
The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the New Notes governed by such Indenture to become or to be declared due and payable.
Registration Rights Agreement
The Registration Rights Agreement provides that, if any New Notes are not freely
transferable by persons not affiliated with the Guarantors or Seagate HDD (each,
a "Registrable Security") within 366 days after the original issuance date of
the New Notes, the Guarantors and Seagate HDD are required to consummate no
later than 451 days after the original issuance date of the New Notes, an offer
to exchange all
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 above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture for the New Notes, dated as ofNovember 30, 2022 , amongSeagate HDD Cayman , as Issuer,Seagate Technology Unlimited Company andSeagate Technology Holdings plc , as Guarantors, andComputershare Trust Company , National Association, as Trustee. 4.2 Form of 9.625% Senior Note due 2032 (included in Exhibit 4.1). 4.3 Registration Rights Agreement for the New Notes, dated as ofNovember 30, 2022 , amongSeagate HDD Cayman ,Seagate Technology Unlimited Company ,Seagate Technology Holdings plc ,Morgan Stanley & Co. LLC ,MUFG Securities Americas Inc. ,BofA Securities, Inc. ,Scotia Capital (USA) Inc. ,Wells Fargo Securities, LLC andBNP Paribas Securities Corp 99.1 Press Release, datedNovember 29, 2022 , ofSeagate Technology Holdings plc entitled "Seagate Announces Expiration of Early Exchange Period and Upsize of Previously Announced Exchange Offers forCertain Outstanding Debt Securities ." 104 Cover Page Interactive Data File (embedded within the Inline XBRL document
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