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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 Company’s subsidiary, Seagate HDD Cayman, entered into a credit agreement on February 20, 2019, which was amended on May 28, 2019, September 16, 2019, January 13, 2021, May 18, 2021, October 14, 2021, August 18, 2022, November 8, 2022, May 19, 2023 and June 26, 2023 (the “Credit Agreement”).

On August 18, 2022, Seagate Technology Holdings plc and Seagate HDD (the “Borrower”) entered into an amendment to its Credit Agreement (the “Sixth Amendment”), which provided for a new term loan facility in the aggregate principal amount of $600 million (“Term Loan A3”). Term Loan A3 was borrowed in full at the closing of the Sixth Amendment. The Sixth Amendment to the Credit Agreement also replaced the LIBOR interest rates plus variable margin for the Term Loans A1 and A2 with the SOFR interest rates plus a variable margin that will be determined based on the corporate credit rating of the Borrower or one of its parent entities. The Sixth Amendment also permits the Borrower to increase the revolving loan commitments or obtain new term loans of up to $100 million in aggregate (the “Incremental facility”), subject to the satisfaction of certain terms and conditions.

On November 8, 2022, the Borrower entered into an amendment to its Credit Agreement (the “Seventh Amendment”), to increase the maximum permitted total leverage ratio the Company must comply with during the covenant relief period that ends on June 28, 2024 and prohibit the Company from pursuing the use of the Incremental Facility during the covenant relief period. The maximum permitted total leverage ratio is 5.0 to 1.0 from the fiscal quarters ending December 30, 2022 to June 30, 2023. For the fiscal quarter ending September 29, 2023, the maximum permitted total leverage ratio is 4.75 to 1.0 and then steps down to 4.5 to 1.0 from the fiscal quarters ending December 29, 2023 to June 28, 2024. The maximum permitted leverage ratio will return to 4.0 to 1.0 for any fiscal quarter ending after June 28, 2024.

On May 19, 2023, the Borrower entered into an amendment to its Credit Agreement (the “Eighth Amendment”), to replace the total leverage ratio with a new total net leverage ratio during the covenant relief period which terminates on June 27, 2025. The maximum total net leverage ratio is 6.75 to 1.00 beginning with the fiscal quarter ending June 30, 2023, with periodic step downs during the covenant relief period, shifting to a maximum total leverage ratio of 4.0 to 1.00 for any fiscal quarter ending at any time other than during the covenant relief period. The minimum interest coverage ratio is 2.50 to 1.00 beginning with the fiscal quarter ending June 30, 2023, with periodic step downs and step ups during the covenant relief period, returning to a minimum interest coverage ratio of 3.25 to 1.00 for any fiscal quarter ending after June 28, 2024. The Eighth Amendment also reduced the Revolving Credit Facility to $1.5 billion.

On June 26, 2023, the Borrower entered into an amendment to its Credit Agreement (the “Ninth Amendment”), to modify the repayment schedules of the term loans to reflect the $450 million pay down of the Term Loans made as part of the Eighth Amendment.

As of June 30, 2023, no borrowings (including swing line loans) were outstanding and no commitments were utilized for letters of credit issued under the Revolving Credit Facility. STX and certain of its material subsidiaries, including STUC, fully and unconditionally guarantee both the Revolving Credit Facility and the Term Loans. The Credit Agreement includes three financial covenants: (1) interest coverage ratio, (2) leverage ratio and (3) a minimum liquidity amount. The Company was in compliance with the covenants as of June 30, 2023 and expects to be in compliance for the next 12 months.

Senior Notes1

As of June 30, 2023

Tranche Term Volume Principal Outstanding2 Cusip Issuer Guarantor Coupon Payment Dates Call Trustee3
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 81180W BC4 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 81180W BF7 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 USG79456AR38 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 81180W BD2 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 81180W BE0 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 USG79456AS11 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 USG79456AQ54 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
  • 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.

  • 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.