Seagate Announces Exchange Offers for Certain Outstanding Debt Securities - Seite 3

Holders of Existing Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on June 16, 2020 (the “Early Exchange Date”) and accepted for exchange will receive the applicable “Total Exchange Consideration” (as defined below) which includes an early exchange premium of $50 of New Notes per $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn (the “Early Exchange Premium”). Holders who validly tender their Existing Notes after the Early Exchange Date and on or prior to the Expiration Date will only receive the applicable “Exchange Consideration” (as defined below) per $1,000 principal amount of any such Existing Notes that are accepted for exchange. The Company will not receive any cash proceeds from the Exchange Offers.

The “Total Exchange Consideration” (calculated at the Pricing Date (as defined below)) for the Existing Notes of a series validly tendered on or prior to the Early Exchange Date, and not validly withdrawn at or prior to the Withdrawal Deadline, is equal to the discounted value (calculated as set forth in the Offering Documents) on the Early Settlement Date (as defined below) of the remaining payments of principal and interest (excluding accrued interest) per $1,000 principal amount of such series of Existing Notes through the applicable maturity date or par call date (as applicable) of such Existing Notes, using a yield equal to the sum of: (x) the bid-side yield on the applicable Reference U.S. Treasury Security set forth with respect to each series of Existing Notes in the table above plus (y) the applicable fixed spread set forth with respect to each such series of Existing Notes in the table above. The Total Exchange Consideration includes the Early Exchange Premium.

The “Exchange Consideration” for the Existing Notes of a series validly tendered after the Early Exchange Date but on or prior to the Expiration Date is equal to the applicable Total Exchange Consideration minus the applicable Early Exchange Premium.

The “Pricing Date” will be 10:00 a.m., New York City time, on June 17, 2020, unless the Early Exchange Date is extended, in which case a new Pricing Date may be established with respect to the Exchange Offers. In the event that the Early Exchange Date is not extended, the Pricing Date will remain the same.

In addition to the Total Exchange Consideration or Exchange Consideration, as applicable, holders of Existing Notes of a series that are accepted for exchange will receive a cash payment representing (i) all or a portion of the accrued and unpaid interest to, but not including the applicable settlement date and (ii) amounts due in lieu of any fractional amounts of New Notes. The settlement date for Existing Notes that are validly tendered and not validly withdrawn on or prior to the Early Exchange Date and accepted for purchase will be promptly following the Early Exchange Date (the “Early Settlement Date”). The “Final Settlement Date” will be promptly following the Expiration Date and is expected to be July 2, 2020, which is the second business day following the Expiration Date.