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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

The credit agreement dated as of February 20, 2019, by and among, Seagate Technology Holdings plc, Seagate HDD, The Bank of Nova Scotia, as administrative agent, and the lenders party thereto (as amended from time to time, the “Credit Agreement”) includes two financial covenants: (1) interest coverage ratio and (2) total net leverage ratio. For the fiscal quarter ended September 27, 2024 and for each fiscal quarter until the end of the covenant relief period, which terminates on June 27, 2025, the maximum permitted total net leverage ratio is 6.75 to 1.00, and applies only to the extent that the aggregate outstanding amount of revolving loans, swing line loans and the aggregate face amount of certain letters of credit exceeds 25% of the then outstanding revolving commitments in effect (the “Testing Condition”) as of the last day of the fiscal quarter. The maximum permitted total leverage ratio for each fiscal quarter ending after June 27, 2025 is 4.00 to 1.00.

For the fiscal quarter ended September 27, 2024, and for each fiscal quarter until the end of the covenant relief period, which terminates on June 27, 2025, the minimum interest coverage ratio is 2.25 to 1.00, and applies only to the extent that the Testing Condition is satisfied as of the last day of the fiscal quarter. The minimum interest coverage ratio is 3.25 to 1.00 for each fiscal quarter ending after June 27, 2025.

Senior Notes1

As of September 27, 2024

Tranche Term Volume Principal Outstanding3 Cusip Issuer Guarantor Coupon Payment Dates Call Trustee4
4.75% 2025opens in a new window January 1, 2025 $1,000 million $479 million 81180WAL5 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every first of January and July No additional call options US Bank
4.875% 2027opens in a new window June 1, 2027 $700 million $505 million 81180WAR2 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every first of June and December No additional call options Wells Fargo Bank
4.091% 2029opens in a new window June 1, 2029 $500 million $495 million 81180WBC4 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every first of June and December No additional call options Wells Fargo Bank
3.125% 2029opens in a new window July 15, 2029 $500 million $163 million 81180WBF7 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every fifteenth of January and July Additional call options Wells Fargo Bank
8.250% 2029opens in a new window December 15, 2029 $500 million $500 million 81180WBN0 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every fifteenth of June and December Additional call options Computershare
4.125% 2031opens in a new window January 15, 2031 $500 million $275 million 81180WBD2 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every fifteenth of January and July No additional call options Wells Fargo Bank
3.375% 2031opens in a new window July 15, 2031 $500 million $72 million 81180WBE0 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every fifteenth of January and July Additional call options Wells Fargo Bank
8.500% 2031opens in a new window July 15, 2031 $500 million $500 million 81180WBP5 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every fifteenth of January and July Additional call options Computershare
9.625% 2032opens in a new window December 1, 2032 $750 million $750 million 81180WBM2 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every first of June and December Additional call options Computershare
5.75% 2034opens in a new window December 1, 2034 $500 million $490 million 81180WAN1 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every first of June and December No additional call options US Bank

Convertible Senior Notes2

As of September 27, 2024

Tranche Term Volume Principal Outstanding3 Cusip Issuer Guarantor Coupon Payment Dates Call Trustee4
3.50% 2028opens in a new window June 1, 2028 $1,500 million $1,500 million 81180WBL4 Seagate HDD Cayman Seagate Technology Unlimited Company and Seagate Technology Holdings plc Semiannually, every first of March and September Additional call options Computershare
  • All 2025 bonds are callable at a “make-whole” redemption price at anytime, which would be equal to the greater of (1) 100% of the principal amount of the notes to be redeemed, or (2) 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 at a rate equal to the sum of the applicable comparable Treasury rate plus 50 basis points. Accrued and unpaid interest, if any, will be paid to, but excluding, the redemption date.

    All July 2029 bonds 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 bonds 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 bonds 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 December 2029 bonds are callable at a “make-whole” redemption price at any time on or before July 15, 2026, which would be equal to 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 July 15, 2026 (at the price specified in the Indenture) plus the remaining scheduled payments of interest thereon to, and including, July 15, 2026 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 July 15, 2026, the December 2029 bonds 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 July 15, 2026, up to 40% of the December 2029 bonds are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 108.250%, plus accrued and unpaid interest to, but excluding, the redemption date.

    All 3.375% July 2031 bonds 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 bonds 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 bonds 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.

    All 8.500% July 2031 bonds are callable at a “make-whole” redemption price at any time on or before July 15, 2026, 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 July 15, 2026 (at the price specified in the Indenture) plus the remaining scheduled payments of interest thereon to, and including, July 15, 2026 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 July 15, 2026, the 8.500% July 2031 bonds 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 July 15, 2026, up to 40% of the 8.500% July 2031 bonds are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 108.500%, plus accrued and unpaid interest to, but excluding, the redemption date.

    At any time prior to December 1, 2027, Seagate HDD may redeem the 2032 Notes at its 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, Seagate HDD 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, Seagate HDD 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 bonds 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.

  • Prior to March 1, 2028, the 2028 Notes are convertible at the option of the holders only under certain circumstances as set forth in the indenture with respect to the 2028 Notes. On or after March 1, 2028, the 2028 Notes are convertible at any time at the option of the holders until the close of business on the second scheduled trading day immediately preceding the maturity date, unless the 2028 Notes have been previously redeemed or repurchased by Seagate HDD. Upon exchange of the 2028 Notes, Seagate HDD will pay cash up to the aggregate principal amount of 2028 Notes to be exchanged and will pay or cause to be delivered, as the case may be, cash, ordinary shares of the Company or a combination of cash and ordinary shares of the Company, at Seagate HDD’s election, in respect of any remainder of the exchange obligation in excess of such principal amount. The initial exchange rate for the 2028 Notes is 12.1253 ordinary shares per $1,000 principal amount of 2028 Notes.

    Seagate HDD may redeem the 2028 Notes at its option, in whole but not in part, if Seagate HDD 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 Seagate HDD may only redeem the Notes if: (x) Seagate HDD or the relevant Guarantor cannot avoid these obligations by taking commercially reasonable measures available to Seagate HDD or such Guarantor; and (y) Seagate HDD delivers to the Trustee an 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.

    Seagate HDD also 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 Seagate HDD provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Seagate HDD 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. If Seagate HDD 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.

    In connection with the 2028 Notes, the Company and Seagate HDD entered into privately negotiated capped call transactions with certain financial institutions. The cap price of the capped call transactions will initially be $107.848 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

  • Minor calculation variances are due to rounding.

  • 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.