Drew & Napier acted as Singapore counsel to Seagate Data Storage Technology Pte. Ltd. in a US$400 million notes offering, and in exchange offers and consent solicitations in relation to approximately US$3.1 billion outstanding notes
03 Jun 2025
A multi-disciplinary team, led by Directors Ong Ken Loon and Renu Menon, acted as Singapore counsel to Seagate Data Storage Technology Pte. Ltd. (“SDST”), a Singapore incorporated subsidiary of Seagate Technology Holdings plc (“Seagate”) in connection with (i) a US$400 million notes offering and (ii) exchange offers and consent solicitations for eight series of senior notes in an outstanding aggregate principal amount of US$3,145,880,600.
Directors Ong Ken Loon and Renu Menon, and Senior Associates Krishna Sitaram and Jessica Lau advised on the Singapore debt capital markets and tax aspects of the deals, and expertise was also drawn from other Drew & Napier teams.
US$400 Million Notes Offering
On 12 May 2025, SDST commenced an offering of senior unsecured notes due 2030 with an aggregate principal amount of US$400 million, bearing interest at a rate of 5.875% per annum ("Notes”). The Notes, which are guaranteed by Seagate, Seagate Technology Unlimited Company and Seagate HDD Cayman ("Seagate HDD”), were issued by SDST on 27 May 2025.
Net proceeds of the offering will be used by SDST, together with cash on hand, to finance the redemption of certain senior notes issued by Seagate HDD, and to pay related fees and expenses.
Exchange Offers and Consent Solicitations
On 28 May 2025, Seagate announced the commencement of offers to certain eligible holders to exchange (collectively, the “Exchange Offers”) any and all outstanding notes of eight series of notes issued by Seagate HDD (“Old Notes”) for new notes to be issued by SDST (“New Notes”), and related consent solicitations. The aggregate principal amount of the outstanding Old Notes is US$3,145,880,600.
Other than the identity of SDST as the issuer and as an obligor, the terms of the New Notes are identical to the Old Notes with respect to their interest rate, interest payment dates, optional redemption prices and maturity. The New Notes will be issued by SDST and guaranteed by the same guarantors as the Old Notes and the Notes in addition to Seagate HDD (which is the issuer of the Old Notes).
In conjunction with the Exchange Offer, SDST is soliciting consents to eliminate substantially all restrictive covenants and certain of the default provisions in the indenture governing the Old Notes.
The Exchange Offers commenced on 28 May 2025 and will expire at 5:00 p.m. (New York City time) on 26 June 2025, unless extended.