Seagate Announces $400.0 Million Senior Unsecured Notes Offering

Seagate Data Storage Technology Pte. Ltd. (the “Company”), a subsidiary of Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate”), today announced that the Company intends to offer, subject to market and other conditions, $400.0 million in aggregate principal amount of senior notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions under Regulation S under the Securities Act. The Notes are expected to be guaranteed by Seagate, Seagate Technology Unlimited Company and Seagate HDD Cayman.

In connection with this offering, Seagate HDD Cayman issued a notice of conditional full redemption providing for the redemption (the “Redemption”) of all of its outstanding 4.875% Senior Notes due 2027 (the “2027 Notes”), at a redemption price equal to 100% of the principal amount of the 2027 Notes, plus a “make-whole” premium set forth in the indenture governing the 2027 Notes, plus accrued and unpaid interest to, but excluding, the redemption date (the “Redemption Price”). The Redemption is conditioned upon receipt by the Company on or prior to the redemption date of net proceeds from one or more financing transactions in an amount, together with cash on hand, sufficient to pay the Redemption Price on or prior to the redemption date.

The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to finance the Redemption and to pay related fees and expenses.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable state securities laws.