Seagate Technology Holdings plc announced it entered into privately negotiated exchange agreements to exchange $600 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 for approximately $599.2 million in cash and a variable number of ordinary shares. The exchanges are expected to close on or about February 17, 2026.
Key takeaways
The Company and subsidiary Seagate HDD Cayman will exchange $600 million principal amount of 3.50% Exchangeable Senior Notes due 2028.
Consideration consists of approximately $599.2 million in cash and a number of ordinary shares to be determined based on the VWAP over a one trading day period beginning February 12, 2026.
The exchanges are expected to be consummated on or about February 17, 2026.
Following the closing, approximately $400 million in aggregate principal amount of the notes will remain outstanding.
The ordinary shares will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933.