Seagate Completes Exchange Offers and Consent Solicitations for Senior Notes, Announces Final Results
Seagate Technology Holdings plc (NASDAQ: STX), a global leader in data storage solutions, has announced the final results of its previously disclosed exchange offers and consent solicitations for senior notes issued by Seagate HDD Cayman (“Seagate HDD”). The initiative, which included eight series of outstanding notes collectively referred to as the “Old Notes,” aimed to replace them with new notes issued by Seagate Data Storage Technology Pte. Ltd. (“SDST”), a subsidiary of Seagate. The process also involved soliciting consents from eligible holders to adopt proposed amendments to the indentures governing the Old Notes.
As of 5:00 p.m., New York City time, on June 26, 2025—the designated expiration time—Seagate reported that an aggregate principal amount of $2,809,835,357 in Old Notes had been validly tendered and not withdrawn. This represents a significant portion of the total outstanding notes across all eight series, with participation rates ranging from approximately 66% to over 98%. Each holder who tendered their Old Notes is deemed to have delivered consent for the corresponding amendments to the governing indentures.
Breakdown of Participation Rates
The table below outlines the principal amounts outstanding, the amounts tendered, and the approximate percentage of notes tendered for each series:
| Title of Security | CUSIP No. / ISIN | Principal Amount Outstanding | Principal Amount Tendered | Percentage Tendered |
|---|---|---|---|---|
| 4.091% Senior Notes due 2029 | 81180WBC4 / US81180WBC47 | $470,429,000 | $430,913,000 | 91.60% |
| 3.125% Senior Notes due 2029 | 81180WBF7 / US81180WBF77 | $137,912,000 | $99,828,000 | 72.39% |
| 8.250% Senior Notes due 2029 | 81180WBN0 / US81180WBN02 | $500,000,000 | $492,014,000 | 98.40% |
| 4.125% Senior Notes due 2031 | 81180WBD2 / US81180WBD20 | $236,652,000 | $213,235,000 | 90.10% |
| 3.375% Senior Notes due 2031 | 81180WBE0 / US81180WBE03 | $60,888,000 | $44,848,000 | 73.66% |
| 8.500% Senior Notes due 2031 | 81180WBP5 / US81180WBP59 | $500,000,000 | $470,683,000 | 94.14% |
| 9.625% Senior Notes due 2032 | 81180WBM2 / US81180WBM29 | $749,999,600 | $730,705,357 | 97.43% |
| 5.750% Senior Notes due 2034 | 81180WAN1 / US81180WAN11 | $490,000,000 | $327,609,000 | 66.86% |
Terms of the Exchange Offers
Under the terms of the exchange offers, eligible holders who tendered their Old Notes prior to the expiration time will receive $1,000 in principal amount of the New Notes, along with a cash payment of $1.25, for each $1,000 of Old Notes tendered. For holders of the 9.625% Senior Notes due 2032, any odd-lot amounts (those not in increments of $1,000) will be entitled to a proportional share of the total consideration based on the tendered amount.
Seagate accepted all validly tendered Old Notes for exchange, and the settlement date is scheduled for June 30, 2025. Additionally, SDST secured the requisite consents to implement the proposed amendments to the existing indentures governing the Old Notes. These amendments will become effective upon the settlement date and will apply to all holders of the respective series, regardless of whether they participated in the exchange offers.
Strategic Implications of the Exchange Offers
The successful completion of the exchange offers and consent solicitations underscores Seagate’s commitment to optimizing its capital structure and enhancing operational flexibility. By replacing the Old Notes with new debt instruments issued by SDST, Seagate aims to streamline its financial obligations while maintaining investor confidence. The high participation rates across nearly all note series reflect strong support from eligible holders, signaling trust in Seagate’s strategic direction.
Moreover, the proposed amendments to the indentures governing the Old Notes are designed to align the terms of the existing debt with current market conditions and Seagate’s long-term objectives. This proactive approach ensures that Seagate remains well-positioned to navigate evolving industry dynamics and capitalize on growth opportunities.
Compliance and Regulatory Considerations
The exchange offers and issuance of the New Notes were conducted in compliance with applicable securities laws and regulations. The offering was limited to “qualified institutional buyers” under Rule 144A of the Securities Act of 1933, as amended, and non-U.S. persons in offshore transactions pursuant to Regulation S. Additionally, specific eligibility requirements were imposed for holders in jurisdictions such as Singapore, the European Economic Area, and the United Kingdom to ensure adherence to local regulatory frameworks.
Notably, the New Notes have not been registered with the U.S. Securities and Exchange Commission (SEC) or any other regulatory authority. As such, they may not be offered, sold, or transferred within the United States or to U.S. persons unless an exemption from registration requirements is available. Under the terms of a registration rights agreement, SDST and its guarantors are obligated to complete an offer to exchange the New Notes for registered notes within 451 days of issuance, provided the New Notes are not freely transferable at that time.
About Seagate
Seagate Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud.
