Creditor Relations

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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

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 October 3, 2025, 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. For each fiscal quarter until January 2, 2026, this net leverage ratio covenant applies only to the extent that there is any amount of revolving loans, swing line loans, or letters of credit outstanding as of the last day of the relevant fiscal quarter.

Senior Notes1,2,3

As of October 3, 2025

Tranche Principal Outstanding5 Cusip Issuer1, 2 Guarantor1, 2 Coupon Payment Dates Additional Call Options Trustee6
4.091%, June 1, 2029opens in a new window $431 million


$39 million
81180LAK1,
Y7550LAK1


81180WBC4
SDST


SHDD
STUC, STH PLC and SDST

STUC and STH PLC
Semiannually, every first of June and December No Computershare
3.125%, July 15, 2029opens in a new window $100 million


$38 million
81180LAL9,
Y7550LAL9


81180WBF7
SDST


SHDD
STUC, STH PLC and SDST

STUC and STH PLC
Semiannually, every fifteenth of January and July Yes Computershare
8.250%, December 15, 2029opens in a new window $492 million


$8 million
81180LAM7,
Y7550LAM7

81180WBN0
SDST


SHDD
STUC, STH PLC and SDST

STUC and STH PLC
Semiannually, every fifteenth of June and December Yes Computershare
5.875%, July 15, 2030opens in a new window $400 million 81180LAA3 SDST STUC, STH PLC and SDST Semiannually, every fifteenth of January and July Yes Computershare
4.125%, January 15, 2031opens in a new window $213 million


$24 million
81180LAN5,
Y7550LAN5

81180WBD2
SDST


SHDD
STUC, STH PLC and SDST

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
81180LAP0,
Y7550LAP0


81180WBE0
SDST


SHDD
STUC, STH PLC and SDST

STUC and STH PLC
Semiannually, every fifteenth of January and July Yes Computershare
8.500%, July 15, 2031opens in a new window $471 million


$29 million
81180LAQ8,
Y7550LAQ8


81180WBP5
SDST


SHDD
STUC, STH PLC and SDST

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


$19 million
81180LAR6,
Y7550LAR6


81180WBM2
SDST


SHDD
STUC, STH PLC and SDST

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
81180LAS4,
Y7550LAS4


81180WAN1
SDST


SHDD
STUC, STH PLC and SDST

STUC and STH PLC
Semiannually, every first of June and December Yes Computershare


US Bank

Convertible Senior Notes2,4

As of October 3, 2025

Tranche Principal Outstanding5 Cusip Issuer1 Guarantor1 Coupon Payment Dates Additional Call Options Trustee6
3.50%, June 1, 2028opens in a new window $1,500 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 (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. 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 December 2029 Notes 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 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 July 15, 2026, up to 40% of the December 2029 Notes 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 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.

    All 8.500% July 2031 Notes 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 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 July 15, 2026, up to 40% of the 8.500% July 2031 Notes 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, 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 semiannual 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. 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 SHDD. Upon exchange of the 2028 Notes, SHDD 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 SHDD’s election, in respect of any remainder of the exchange obligation in excess of such principal amount. The current exchange rate for the 2028 Notes is 12.1335 ordinary shares per $1,000 principal amount of 2028 Notes, which is equivalent to an exchange price of approximately $82.42 per share. The exchange rate was adjusted from 12.1324 ordinary shares per $1,000 principal amount of 2028 Notes on September 30, 2025, and is subject to further adjustment pursuant to the terms of the 2028 Notes indenture.

    SHDD may redeem the 2028 Notes at its option, in whole but not in part, if SHDD 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 (a “Tax Redemption”); provided that SHDD may only redeem the Notes if: (x) SHDD or the relevant Guarantor cannot avoid these obligations by taking commercially reasonable measures available to SHDD or such Guarantor; and (y) SHDD 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.

    SHDD 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 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.

    If SHDD elects to redeem any of the 2028 Notes pursuant to a Tax Redemption or a Provisional Redemption, then a holder of any 2028 Notes called pursuant to a Tax Redemption or Provisional Redemption (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 the relevant redemption date, even if such Redemption Called Note is not otherwise exchangeable at that time. After this time, the right to exchange any Redemption Called Notes will expire unless SHDD fails to pay the applicable redemption price, in which case a holder may exchange any Redemption Called Notes until the redemption price is paid.

    If a holder elects to exchange any Redemption Called Notes, Seagate HDD shall, under certain circumstances, increase the exchange rate for such Redemption Called Notes as set out in the 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 September 30, 2025 in accordance with the applicable capped call confirmations, is $107.7751 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.