STX Seagate Technology Holdings plc

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Executive Summary

Seagate entered into privately negotiated exchange agreements with holders of $185.908 million principal amount of its 3.50% Exchangeable Senior Notes due 2028. The notes will be exchanged for $185.908 million in cash plus a variable number of ordinary shares determined by VWAP over one trading day. The transaction reduces debt by retiring the exchanged notes, with ~$185.8 million in notes remaining outstanding, but also involves a cash outlay and potential dilution from the share component.

Key Financial Metrics

Actionable Insight

Key Facts

• Seagate exchanged $185.908 million principal amount of 3.50% Exchangeable Senior Notes due 2028 for $185.908 million cash plus ordinary shares determined by VWAP over one trading day beginning May 21, 2026.
• The exchanges are expected to close on or about May 26, 2026, and the exchanged notes will be retired.
• Approximately $185.8 million in aggregate principal amount of notes will remain outstanding with unchanged terms.
• The exchange shares will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
• Morgan Stanley and PJT Partners acted as financial advisors to the company.

Financial Impact

$185.908 million cash outlay plus variable share issuance; net debt reduction of $185.908 million (notes retired) offset by cash payment of same amount, resulting in no net change to enterprise value but potential dilution from share component.

Risk Factors

• Dilution from the share component depends on the VWAP; a lower VWAP increases the number of shares issued.
• The exchange is contingent on customary closing conditions; failure to close could leave the notes outstanding.
• The remaining $185.8 million in notes still represent a future cash obligation if not further exchanged or refinanced.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status