Skip to main content

Creditor Relations

Overview  >  Creditor Relations  >  Financing Detail

Financial Detail

The company may from time to time, without notice or the consent of the holders of the notes, create and issue further notes of the same series described below, ranking equally with the notes in all respects (or in all respects other than payment of interest accruing prior to the issue date of such further notes except for the first interest payment of interest following the issue date of such further notes), provided that such additional notes are fungible with the notes described for U.S federal income tax purposes. Such further notes will be consolidated and form a single series with the notes and have the same terms as to status, redemption or otherwise as the notes.
Senior Unsecured Revolving Credit Facility

Credit Agreement

On January 30, 2025, the Company and its subsidiary Seagate HDD Cayman (the “Borrower”), the Bank of Nova Scotia, as administrative agent, and the lenders thereto entered into a Credit Agreement (the “Credit Agreement”) which provides for a $1.3 billion senior unsecured revolving credit facility (“Revolving Credit Facility”), the term of which is through January 30, 2030. The Revolving Credit Facility is available for cash borrowings, subject to compliance with certain covenants and other customary conditions to borrowing. An aggregate amount of up to $150 million of the facility shall also be available for the issuance of letters of credit, and an aggregate amount of up to $50 million of the facility shall also be available for swing line loans. On July 15, 2026, no borrowings were outstanding under the Credit Agreement.

The loans made under the Credit Agreement will bear interest at an Applicable Rate based on the secured overnight financing rate, or SOFR, plus a variable margin that will be determined based on the corporate credit rating of the Company. The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and certain material subsidiaries of the Company.

The Credit Agreement also contains a financial covenant that requires the Company to maintain a total net leverage ratio of less than or equal to 6.75 to 1.00, commencing with the fiscal quarter ended June 27, 2025 and declining over time so that the maximum permitted net leverage ratio for each fiscal quarter ending after July 2, 2027 is 4.25 to 1.00, in accordance with the terms of the Credit Agreement.

Senior Notes1,2,3

As of July 15, 2026

Tranche Principal Outstanding5 Cusip Issuer1, 2 Guarantor1, 2 Coupon Payment Dates Additional Call Options Trustee6
4.091%, June 1, 2029opens in a new window $343 million


$39 million		 81180LAU9


81180WBC4		 SDST


SHDD		 STUC, STH PLC and SHDD

STUC and STH PLC		 Semiannually, every first of June and December No Computershare
3.125%, July 15, 2029opens in a new window $98 million


$38 million		 81180LAV7


81180WBF7		 SDST


SHDD		 STUC, STH PLC and SHDD

STUC and STH PLC		 Semiannually, every fifteenth of January and July Yes Computershare
5.875%, July 15, 2030opens in a new window $400 million 81180LAT2 SDST STUC, STH PLC and SHDD Semiannually, every fifteenth of January and July Yes Computershare
4.125%, January 15, 2031opens in a new window $177 million


$22 million		 81180LAX3


81180WBD2		 SDST


SHDD		 STUC, STH PLC and SHDD

STUC and STH PLC		 Semiannually, every fifteenth of January and July No Computershare
3.375%, July 15, 2031opens in a new window $45 million


$16 million		 81180LAY1


81180WBE0		 SDST


SHDD		 STUC, STH PLC and SHDD

STUC and STH PLC		 Semiannually, every fifteenth of January and July Yes Computershare
9.625%, December 1, 2032opens in a new window $731 million


$19 million		 81180LBA2


81180WBM2		 SDST


SHDD		 STUC, STH PLC and SHDD

STUC and STH PLC		 Semiannually, every first of June and December Yes Computershare
5.75%, December 1, 2034opens in a new window $328 million


$162 million		 81180LBB0


81180WAN1		 SDST


SHDD		 STUC, STH PLC and SHDD

STUC and STH PLC		 Semiannually, every first of June and December No Computershare


US Bank

Convertible Senior Notes2,4

As of July 15, 2026

  • On November 12, 2025, the Company and SHDD completed separate, privately-negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $500 million total principal amount for consideration of $500 million cash and approximately 4.3 million shares of the Company’s common stock.

  • On February 19, 2026, the Company and SHDD completed further separate, privately-negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $600 million total principal amount for consideration of $600 million cash and approximately 5.95 million shares of the Company’s common stock.

  • On May 27, 2026, the Company and SHDD completed further separate, privately-negotiated exchange agreements with certain holders of the 2028 Notes and exchanged approximately $186 million total principal amount for consideration of approximately $186 million cash and approximately 2.02 million shares of the Company’s common stock.

  • On June 11, 2026 (the “Notice Date”), the Company and SHDD issued a notice to all 2028 Note holders calling for redemption of all outstanding 2028 Notes with a redemption date of September 8, 2026. SHDD expects to eliminate approximately $150.7 million of debt (which represents all outstanding 2028 Notes that had not been submitted for exchange prior to the Notice Date), through a combination of voluntary exchanges by noteholders and SHDD’s redemption of any notes that have not been exchanged through the redemption date.

  • There was no corresponding change to the $1.5 billion notional value of the capped call transactions.

 

Tranche Principal Outstanding5 Cusip Issuer1 Guarantor1 Coupon Payment Dates Additional Call Options Trustee6
3.50%, June 1, 2028opens in a new window $186 million 81180WBL4 SHDD STUC and STH PLC Semiannually, every first of March and September Yes Computershare
  1. On June 30, 2025, offers to exchange (collectively, the “Exchange Offers” and each, an “Exchange Offer”) were completed in respect of any and all outstanding notes of eight series issued by Seagate HDD Cayman (SHDD) (the “Old Notes”) for new notes to be issued by Seagate Data Storage Technology Pte. Ltd. (SDST) (the “New Notes”), and sufficient consents were received under related consent solicitations to make certain amendments to the Old Notes (the “Proposed Amendments”).

  2. The Old Notes and the 2028 Convertible Senior Notes were issued by SHDD and were fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company (STUC) and STH PLC. However, supplemental indentures for each series of Old Notes became operative on June 30, 2025 and gave effect to the Proposed Amendments which, among other things, released STUC and STH PLC from their respective guarantee obligations with respect to each series of Old Notes.

    The New Notes and the 2030 Notes are issued by SDST and are fully and unconditionally guaranteed, on a senior unsecured basis, by STUC, STH PLC and SHDD.

  3. On July 1, 2026, the Company and SHDD issued a notice to holders calling for redemption of all outstanding December 2029 Notes and 8.50% July 2031 Notes, with a redemption date of July 15, 2026. On July 15, 2026, the entire outstanding principal amounts of all December 2029 Notes and 8.50% July 2031 Notes were redeemed.

    All July 2029 Notes are callable at a “make-whole” redemption price at any time on or before January 15, 2024, which would be equal to (1) 100% of the principal amount of the Notes redeemed, plus (2) the greater of (a) 1.0% of the principal amount of such Notes and (b) the excess, if any, of (i) the present value at such redemption date of (x) the applicable redemption price of such Notes that would apply if such Notes were redeemed on January 15, 2024, plus (y) all remaining scheduled payments of interest due on such Notes to and including January 15, 2024, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (ii) the sum of accrued and unpaid interest, if any, to but excluding the redemption date, plus the principal amount of such Notes, plus (3) accrued and unpaid interest, if any, to but excluding the redemption date. At any time on or after January 15, 2024, the July 2029 Notes are callable at the prices specified in the Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, prior to January 15, 2024, up to 40% of the July 2029 Notes are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 103.125%, plus accrued and unpaid interest to, but excluding, the redemption date.

    All 2030 Notes are callable at a “make-whole” redemption price at any time on or before June 1, 2027, which would be the greater of: (1)(a) the sum of the present values at such redemption date of the redemption price of such Notes that would apply if such Notes were redeemed on June 1, 2027 (at the price specified in the Indenture) plus the remaining scheduled payments of interest thereon to, and including, June 1, 2027 discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such redemption date; plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of such Notes to be redeemed plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.. At any time on or after June 1, 2027, the 2030 Notes are callable at the prices specified in the Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, prior to June 1, 2027, up to 40% of the 2030 Notes are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 105.875%, plus accrued and unpaid interest to, but excluding, the redemption date.

    SDST may also redeem the 2030 Notes at its option, in whole but not in part, if SDST or the Guarantors have, or on the next interest payment date would, become obligated to pay to the holder of any Note additional amounts as a result of certain tax-related events at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date; provided that SDST may only redeem the Notes if: (x) SDST or the relevant Guarantor cannot avoid these obligations by taking commercially reasonable measures available to SDST or such Guarantor; and (y) SDST delivers to the Trustee an officer’s certificate and opinion of outside legal counsel of recognized standing in the relevant taxing jurisdiction attesting to such tax-related event and obligation to pay additional amounts.

    All 3.375% July 2031 Notes are callable at a “make-whole” redemption price at any time before January 15, 2026, which would be equal to (1) 100% of the principal amount of the Notes redeemed, plus (2) the greater of (a) 1.0% of the principal amount of such Notes and (b) the excess, if any, of (i) the present value at such redemption date of (x) the applicable redemption price of such Notes that would apply if such Notes were redeemed on January 15, 2026, plus (y) all remaining scheduled payments of interest due on such Notes to and including January 15, 2026, computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such redemption date plus 50 basis points; over (ii) the sum of accrued and unpaid interest, if any, to but excluding the redemption date, plus the principal amount of such Notes, plus (3) accrued and unpaid interest, if any, to but excluding the redemption date. At any time on or after January 15, 2026, the 3.375% July 2031 Notes are callable at the prices specified in the Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, prior to January 15, 2024, up to 40% of the 3.375% July 2031 Notes are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 103.375%, plus accrued and unpaid interest to, but excluding, the redemption date.

    At any time prior to December 1, 2027, the 2032 Notes may be redeemed at the Issuer’s option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price. The “make-whole” redemption price will be equal to the greater of: (1) (a) the sum of the present values at such redemption date of the redemption price of the 2032 Notes that would apply if the new 2032 Notes were redeemed on December 1, 2027 plus the remaining scheduled payments of interest thereon to and including December 1, 2027 discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2032 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time on or after December 1, 2027, the Issuer may redeem some or all of the 2032 Notes at the prices specified in the Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Issuer may redeem with the net cash proceeds from one or more equity offerings up to 40% of the 2032 Notes before December 1, 2025, at a redemption price of 109.625% plus accrued and unpaid interest to, but excluding, the redemption date.

    All other Notes are callable at a “make-whole” redemption price dependent upon the date of redemption. At any time on or after the relevant par call date (as set forth in the relevant indenture), the redemption price would equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time before the relevant par call date, the redemption price would equal (1) 100% of the principal amount of the Notes being redeemed, plus (2) the excess, if any, of (x) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at a rate equal to the sum of the Treasury Rate plus 50 basis points (40 basis points in the case of the 2027 Notes), minus accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the redemption date over (y) the principal amount of the Notes being redeemed, plus (3) accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the redemption date.

  4. SHDD may redeem the 2028 Notes at its option on or after September 8, 2026, in whole or in part, if the last reported sale price of ordinary shares of the Company has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which SHDD provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which SHDD provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (a “Provisional Redemption”). If SHDD redeems less than all the outstanding 2028 Notes, at least $150 million aggregate principal amount of 2028 Notes must be outstanding and not subject to redemption as of the relevant notice of redemption date.

    Accordingly, on June 11, 2026, the Company and SHDD issued a Notice of Full Provisional Redemption to holders of the 2028 Notes. On September 8, 2026, all then-outstanding Notes that are called for Redemption and which have not been submitted for exchange will be redeemed for cash at a price equal to the principal amount plus accrued and unpaid interest. Holders of any 2028 Notes (the “Redemption Called Notes”) may exchange such Redemption Called Notes at any time prior to the close of business on the second scheduled trading day preceding September 8, 2026. After this time, the right to exchange any Redemption Called Notes will expire unless Seagate HDD fails to pay the applicable redemption price, in which case a holder may exchange any Redemption Called Notes until the redemption price is paid.

    The current exchange rate for the 2028 Notes is 12.1368 ordinary shares per $1,000 principal amount of 2028 Notes, which is equivalent to an exchange price of approximately $82.39 per share. The exchange rate was adjusted from 12.1363 ordinary shares per $1,000 principal amount of 2028 Notes on June 24, 2026, and is subject to further adjustment pursuant to the terms of the 2028 Notes indenture.

    In connection with the 2028 Notes, the Company and SHDD entered into privately negotiated capped call transactions with certain financial institutions. The current cap price of the capped call transactions, which was adjusted on June 24, 2026 in accordance with the applicable capped call confirmations, is $107.746 per share, which represents a premium of approximately 70% over the last reported sale price of the ordinary shares of $63.44 per share on the Nasdaq Global Market on September 7, 2023.

  5. Minor calculation variances are due to rounding.

  6. Computershare acquired Wells Fargo Bank’s corporate trust services; as such Computershare is successor trustee for all of the existing Senior Notes where Wells Fargo Bank was originally Trustee.