STX 8-K

Seagate Technology Holdings plc (STX)

8-K 2022-11-30 For: 2022-11-30

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Added on April 08, 2026

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Exhibit No.		Description

4.1		Indenture for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, as Issuer, Seagate Technology Unlimited Company and Seagate Technology Holdings plc, as Guarantors, and Computershare Trust Company, National Association, as Trustee.

4.2		Form of 9.625% Senior Note due 2032 (included in Exhibit 4.1).

4.3		Registration Rights Agreement for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, Seagate Technology Unlimited Company, Seagate Technology Holdings plc, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp

99.1		Press Release, dated November 29, 2022, of Seagate Technology Holdings plc entitled “Seagate Announces Expiration of Early Exchange Period and Upsize of Previously Announced Exchange Offers for Certain Outstanding Debt Securities.”

104		Cover Page Interactive Data File (embedded within the Inline XBRL document


SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

By:		/s/ Gianluca Romano
Name:		Gianluca Romano
Title:		Executive Vice President and Chief Financial Officer


TIA Sections	Indenture Sections
§ 310 (a)		7.10
(b)		7.08
§ 311		7.03
§ 312		11.02
§ 313		7.06
§ 314 (a)		4.04
(c)		11.04
(e)		11.05
§ 315 (a)		7.01, 7.02
(b)		7.02, 7.05
(c)		7.01
(d)		7.01, 7.02
(e)		6.13
§ 316 (a)		2.05, 6.02, 6.11, 6.12
(b)		6.06, 6.07
(c)		11.02
§ 317 (a) (1)		6.03
(a) (2)		6.04
(b)		2.03
§ 318		11.01


		PAGE

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions	7
Section 1.02	Rules of Construction	18
Section 1.03	Incorporation by Reference of Trust Indenture Act	19

ARTICLE 2
THE NOTES

Section 2.01	Form, Dating and Denominations	19
Section 2.02	Execution and Authentication; Exchange Notes; Additional Notes	20
Section 2.03	Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	21
Section 2.04	Replacement Notes	21
Section 2.05	Outstanding Notes	22
Section 2.06	Temporary Notes	22
Section 2.07	Cancellation	22
Section 2.08	CUSIP Numbers	22
Section 2.09	Registration, Transfer and Exchange	23
Section 2.10	Restrictions on Transfer and Exchange	25
Section 2.11	Temporary Offshore Global Notes	27

ARTICLE 3
REDEMPTION; OFFER TO PURCHASE

Section 3.01	Optional Redemption	27
Section 3.02	Method and Effect of Redemption	28
Section 3.03	Offer to Purchase	29

ARTICLE 4
COVENANTS

Section 4.01	Payment of Notes	31
Section 4.02	Maintenance of Office or Agency	32
Section 4.03	Existence	32
Section 4.04	Reports and Delivery of Certain Information	32
Section 4.05	Payment of Taxes and Other Claims	33
Section 4.06	Maintenance of Properties and Insurance	33
Section 4.07	Limitation on Liens	33
Section 4.08	Limitation on Subsidiary Debt	34
Section 4.09	Limitation on Sale and Lease-Back Transactions	35
Section 4.10	Repurchase of Notes upon a Change of Control Triggering Event	36
Section 4.11	Reports to Trustee	36
Section 4.12	Additional Interest Notice	37


ARTICLE 5
CONSOLIDATION, MERGER OR SALE OF ASSETS

Section 5.01	The Company May Consolidate, Etc., Only on Certain Terms	37
Section 5.02	Guarantors May Consolidate, Etc., Only on Certain Terms	38
Section 5.03	Successor Substituted	38

ARTICLE 6
DEFAULT AND REMEDIES

Section 6.01	Events of Default	38
Section 6.02	Acceleration of Maturity; Rescission and Annulment	39
Section 6.03	Collection of Indebtedness and Suits for Enforcement by Trustee	40
Section 6.04	Trustee May File Proofs of Claim	40
Section 6.05	Application of Money Collected	41
Section 6.06	Limitation on Suits	41
Section 6.07	Unconditional Right of Holders to Receive Payment	42
Section 6.08	Restoration of Rights and Remedies	42
Section 6.09	Rights and Remedies Cumulative	42
Section 6.10	Delay or Omission Not Waiver	42
Section 6.11	Control by Holders	42
Section 6.12	Waiver of Past Defaults	42
Section 6.13	Undertaking for Costs	43
Section 6.14	Waiver of Stay or Extension Laws	43

ARTICLE 7
THE TRUSTEE

Section 7.01	General	43
Section 7.02	Certain Rights of Trustee	44
Section 7.03	Individual Rights of Trustee	45
Section 7.04	Trustee’s Disclaimer	45
Section 7.05	Notice of Default	46
Section 7.06	Reports by Trustee to Holders	46
Section 7.07	Compensation and Indemnity	46
Section 7.08	Replacement of Trustee	47
Section 7.09	Successor Trustee by Merger	47
Section 7.10	Eligibility	47
Section 7.11	Money Held in Trust	47

ARTICLE 8
DEFEASANCE AND DISCHARGE

Section 8.01	Defeasance and Discharge of Indenture	48
Section 8.02	Legal Defeasance	49
Section 8.03	Covenant Defeasance	50
Section 8.04	Application by Trustee of Funds Deposited for Payment of Notes	50
Section 8.05	Repayment of Moneys Held by Paying Agent	50
Section 8.06	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	50


ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01	Supplemental Indentures without Consent of Holders	51
Section 9.02	Supplemental Indentures with Consent of Holders	52
Section 9.03	Execution of Supplemental Indentures	53
Section 9.04	Effect of Supplemental Indentures	53
Section 9.05	Conformity with Trust Indenture Act	53
Section 9.06	Reference in Notes to Supplemental Indentures	53

ARTICLE 10
GUARANTEE

Section 10.01	Guarantee	53
Section 10.02	Successors and Assigns	55
Section 10.03	No Waiver	55
Section 10.04	Modification	55
Section 10.05	Release of Guarantors and Termination of Guarantee	55

ARTICLE 11
MISCELLANEOUS

Section 11.01	Trust Indenture Act of 1939	55
Section 11.02	Noteholder Communications; Noteholder Actions	56
Section 11.03	Notices	56
Section 11.04	Certificate and Opinion as to Conditions Precedent	57
Section 11.05	Statements Required in Certificate or Opinion	57
Section 11.06	Payment Date Other Than a Business Day	58
Section 11.07	Governing Law; Waiver of Jury Trial	58
Section 11.08	No Adverse Interpretation of Other Agreements	58
Section 11.09	Successors	58
Section 11.10	Duplicate Originals	58
Section 11.11	Separability	59
Section 11.12	Table of Contents and Headings	59
Section 11.13	No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	59
Section 11.14	Consent to Jurisdiction; Appointment of Agent for Service of Process	59
Section 11.15	Force Majeure	60
Section 11.16	U.S.A. PATRIOT Act	60
Section 11.17	Judgment Currency	60


EXHIBITS
EXHIBIT A		Form of Note
EXHIBIT B		Form of Supplemental Indenture
EXHIBIT C		Restricted Legend
EXHIBIT D		DTC Legend
EXHIBIT E		Regulation S Certificate
EXHIBIT F		Rule 144A Certificate
EXHIBIT G		Institutional Accredited Investor Certificate
EXHIBIT H		Certificate of Beneficial Ownership
EXHIBIT I		Temporary Offshore Global Note Legend


A	B	C
U.S. Global Note	U.S. Global Note	(1)
U.S. Global Note	Offshore Global Note	(2)
U.S. Global Note	Certificated Note	(3)
Offshore Global Note	U.S. Global Note	(4)
Offshore Global Note	Offshore Global Note	(1)
Offshore Global Note	Certificated Note	(5)
Certificated Note	U.S. Global Note	(4)
Certificated Note	Offshore Global Note	(2)
Certificated Note	Certificated Note	(3)


Year	Percentage
2027		104.813	%
2028		103.208	%
2029		101.604	%
2030 and thereafter		100.000	%


SEAGATE HDD CAYMAN
as Issuer

By:		/s/ Gianluca Romano
		Name: Gianluca Romano
		Title: Chief Financial Officer


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee

By:		/s/ Sara Corcoran
		Name: Sara Corcoran
		Title: Officer


SEAGATE TECHNOLOGY HOLDINGS PLC
as Guarantor

By:		/s/ Gianluca Romano
		AUTHORISED OFFICER
Name:		Gianluca Romano
Title: Executive Vice President and Chief Financial Officer

SEAGATE TECHNOLOGY UNLIMITED COMPANY
as Guarantor

By:		/s/ Gianluca Romano
		AUTHORISED OFFICER
Name:		Gianluca Romano
Title: Executive Vice President and Chief Financial Officer of Seagate Technology Holdings plc and Authorized Signatory


Interest Rate:		9.625% per annum.

Interest Payment Dates:		June 1 and December 1, commencing June 1, 2023.

Regular Record Dates:		May 15 and November 15.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory


SEAGATE HDD CAYMAN, as Company

By:
		Name:
		Title:

[GUARANTOR]

By:
		Name:
		Title:

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Name:
		Title:


No.		[Up to] $[ ]


Very truly yours,

[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]

By:
		Name:
		Title:
		Address:


Very truly yours,

[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]

By:
		Name:
		Title:
		Address:


Yours faithfully

[Name of DTC Participant]

By:
		Name:
		Title:
		Address:


MORGAN STANLEY & CO. LLC

By:		/s/ Adnan Riaz
		Name: Adnan Riaz
		Title: Executive Director

MUFG SECURITIES AMERICAS INC.

By:		/s/ Thomas Reader
		Name: Thomas Reader
		Title: Managing Director

BOFA SECURITIES, INC.

By:		/s/ Julie Efremoff
		Name: Julie Efremoff
		Title: Managing Director

SCOTIA CAPITAL (USA) INC.

By:		/s/ Elsa Wang
		Name: Elsa Wang
		Title: Managing Director

WELLS FARGO SECURITIES, LLC

By:		/s/ Anand Chauhan
		Name: Anand Chauhan
		Title: Director

BNP PARIBAS SECURITIES CORP.

By:		/s/ Amir Nouri
		Name: Amir Nouri
		Title: Managing Director


CUSIP Numbers	Existing Notes	Principal Amount Outstanding	Acceptance Priority Level ⁽¹⁾	Principal Amount Tendered by the Early Exchange Date	Principal Amount Accepted for Exchange
81180WBE0	3.375% Senior Notes due 2031	$500,000,000	1	$422,908,000	$422,908,000
81180WBF7	3.125% Senior Notes due 2029	$500,000,000	2	$336,651,000	$336,651,000
81180WBD2	4.125% Senior Notes due 2031	$500,000,000	3	$320,847,000	$204,859,000
81180WBC4	4.091% Senior Notes due 2029	$500,000,000	4	$229,325,000	$0
Total		$2,000,000,000		$1,309,731,000	$964,418,000