Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology Holdings plc (STX) (“Seagate”), today announced that it intends, subject to market and other conditions, to offer up to a combined $1 billion in aggregate principal amount of senior notes due 2029 (the “2029 Notes”) and senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions under Regulation S under the Securities Act. The Notes are expected to be guaranteed by Seagate and Seagate Technology Unlimited Company.
The Company intends to use the net proceeds from the offering of the Notes to redeem in full its 4.875% Senior Notes due 2024 promptly following the offering, to repay $450.0 million in aggregate principal amount of the term loans outstanding under its credit agreement and for general corporate purposes, which may include repayment of other outstanding indebtedness, capital expenditures and other investments in the business.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Notes to be offered have not been and will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.