![]() If acceptance of all validly tendered Existing Notes of a series on the Early Exchange Date or the Expiration Date, as applicable, would result in the Company issuing New Notes having an aggregate principal amount in excess of the New Notes Issuance Limit, the tendered Existing Notes of such series will be accepted subject to proration as described in the Offering Documents. If the aggregate principal amount of Existing Notes validly tendered on or before the Early Exchange Date constitutes a principal amount of Existing Notes that, if accepted by the Company, would result in it issuing New Notes having an aggregate principal amount equal to or in excess of the New Notes Issuance Limit, the Company will not accept any Existing Notes tendered for exchange after the Early Exchange Date (even if they are of Acceptance Priority Level 1). ![]() Holders who validly tender Existing Notes of a series after the Early Exchange Date but on or before the Expiration Date (as defined below) will not be eligible to receive the “Early Exchange Premium” for such series validly tendered and not validly withdrawn. We will pay accrued and unpaid interest, if any, on the Existing Notes up to, but not including, the applicable Settlement Date (as defined below) provided, however, that since any New Notes issued on the Final Settlement Date will be issued with accrued interest from the Early Settlement Date up to, but not including, the Final Settlement Date, the amount of such accrued interest on any such New Notes will be deducted from the cash payable for accrued interest on the Existing Notes exchanged on the Final Settlement Date. The cash payment excludes accrued and unpaid interest. See “Total Early Exchange Consideration and Exchange Consideration” below. For the avoidance of doubt, no cash will be paid for fractional New Notes. We will issue New Notes in an aggregate principal amount of $2,000 and integral multiples of $1 in excess thereof. The following table sets forth certain information regarding the Exchange Offers:Īll Existing Notes of a series tendered for exchange in the Exchange Offers on or before the Early Exchange Date (as defined below) will have priority over any Existing Notes of such series that are tendered for exchange after the Early Exchange Date and on or before the Expiration Date (as defined below).Īcceptance of the Existing Notes of each series is subject to the Acceptance Priority Level set forth above. In addition, the principal amount of each series of Existing Notes that is accepted pursuant to the Exchange Offers will be subject to the “Acceptance Priority Level” (in numerical priority order), as set forth in the table below and as further described in the Offering Documents. ![]() The aggregate principal amount of New Notes to be issued pursuant to the Exchange Offers will be subject to (i) a minimum amount of $300,000,000 (the “New Notes Issuance Minimum”) and (ii) a maximum amount of $500,000,000 (the “New Notes Issuance Limit”). ![]() The complete terms of the New Notes are set forth in a confidential offering memorandum, dated today (the “Offering Memorandum”), and the related letter of transmittal, dated today (together with the Offering Memorandum, the “Offering Documents”). Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology Holdings plc (NASDAQ: STX), today announced the commencement of exchange offers (each, an “Exchange Offer” and together, the “Exchange Offers”) to certain eligible holders of the Company’s outstanding debt securities listed in the table below (together, the “Existing Notes” and each a “series” of Existing Notes) to exchange Existing Notes for up to $500 million in aggregate principal amount of the Company’s 9.625% Senior Notes due 2032 (the “New Notes”). ![]()
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