Seagate Technology Holdings plcSTX
Seagate Technology Holdings plc Debt Disclosure
Debt
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The following table provides details of the Company’s debt as of June 27, 2025 and June 28, 2024:
| (Dollars in millions) | June 27, 2025 | June 28, 2024 | ||||||||||||
Unsecured Senior Notes(1) | ||||||||||||||
$1,000 issued on May 28, 2014 at 4.75% due January 1, 2025 (the “2025 Notes”), interest payable semi-annually on January 1 and July 1 of each year. | — | 479 | ||||||||||||
$700 issued on May 14, 2015 at 4.875% due June 1, 2027 (the “2027 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | — | 505 | ||||||||||||
$500 issued on June 18, 2020 at 4.091% due June 1, 2029 (the “June 2029 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 452 | 471 | ||||||||||||
$500 issued on December 8, 2020 at 3.125% due July 15, 2029 (the “July 2029 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 138 | 163 | ||||||||||||
$500 issued on May 30, 2023 at 8.25% due December 15, 2029 (the “December 2029 Notes”), interest payable semi-annually on June 15 and December 15 of each year. | 500 | 500 | ||||||||||||
$400 issued on May 27, 2025 at 5.875% due July 15, 2030 (the “2030 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 400 | — | ||||||||||||
$500 issued on June 10, 2020 at 4.125% due January 15, 2031 (the “January 2031 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 237 | 275 | ||||||||||||
$500 issued on December 8, 2020 at 3.375% due July 15, 2031 (the “July 2031 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 61 | 72 | ||||||||||||
$500 issued on May 30, 2023 at 8.50% due July 15, 2031 (the “8.50% July 2031 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 500 | 500 | ||||||||||||
$750 issued on November 30, 2022 at 9.625% due December 1, 2032 (the “2032 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 750 | 750 | ||||||||||||
$500 issued on December 2, 2014 at 5.75% due December 1, 2034 (the “2034 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 489 | 489 | ||||||||||||
Exchangeable Senior Notes(1) | ||||||||||||||
$1,500 issued on September 13, 2023 at 3.50% due June 1, 2028 (the “2028 Notes”), interest payable semi-annually on March 1 and September 1 of each year. | 1,500 | 1,500 | ||||||||||||
| 5,027 | 5,704 | |||||||||||||
| Less: unamortized debt issuance costs | (32) | (30) | ||||||||||||
| Debt, net of debt issuance costs | 4,995 | 5,674 | ||||||||||||
| Less: current portion of long-term debt | — | (479) | ||||||||||||
| Long-term debt, less current portion | $ | 4,995 | $ | 5,195 | ||||||||||
(1) Except for the 2030 Notes, all unsecured senior notes and exchangeable senior notes are issued by Seagate HDD Cayman (“Seagate HDD”), and the obligations under these notes are fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company (“STUC”) and Seagate Technology Holdings plc. The 2030 Notes are issued by Seagate Data Storage Technology Pte. Ltd. (“SDST”) and the obligations under the 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis, by STUC, Seagate Technology Holdings plc, and Seagate HDD.
2028 Exchangeable Senior Notes and related Capped Call Transactions
2028 Notes. On September 13, 2023, Seagate HDD, in a private placement, issued $1.5 billion in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “2028 Notes”), which includes $200 million aggregate principal amount pursuant to the over-allotment option of the initial purchasers to purchase additional notes. The 2028 Notes will mature on June 1, 2028, with interest payable semi-annually on March 1 and September 1 of each year, commencing March 1, 2024.
For the fiscal year ended June 27, 2025, the effective interest rate for the 2028 Notes was 3.94%, with contractual interest expense of $52 million and immaterial amortization of debt issuance costs. For the fiscal year ended June 28, 2024, the effective interest rate for the 2028 Notes was 3.94%, with contractual interest expense of $42 million and immaterial amortization of debt issuance costs.
The entire outstanding principal amount of certain term loans were repaid from the proceeds of the 2028 Notes issuance. The exchange was accounted for as a debt extinguishment and the Company recorded a net loss of $29 million, which was included in the Net (loss) gain from debt transactions in the Company’s Consolidated Statements of Operations in fiscal year 2024. In connection with the repayment of these loans, the Company terminated certain interest rate swap agreements on September 13, 2023 and received cash proceeds of $25 million from the counterparty. The cash proceeds are reported within Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows during the fiscal year ended 2024. The Company discontinued the related hedge accounting prospectively and realized a net gain of $104 million in Net gain from termination of interest rate swap in the Consolidated Statements of Operations during the fiscal year ended 2024. Additionally, $6 million of the gains were amortized to Interest expense prior to the termination of interest rate swap in the Company’s Consolidated Statements of Operations in fiscal year 2024.
Prior to March 1, 2028, the 2028 Notes are exchangeable at the option of the holders only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on December 31, 2023 (and only during such calendar quarter), if the last reported sale price of the ordinary Shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price in effect on each applicable trading day;
•during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2028 Notes for each trading day period was less than 98% of the product of the last reported sale price of the ordinary shares and the applicable exchange rate on such trading day; or
•upon the occurrence of specified corporate events described in the indenture with respect to the 2028 Notes.
On or after March 1, 2028, the 2028 Notes are exchangeable at any time at the option of the holders until the close of business on the second scheduled trading day immediately preceding the maturity date, unless the 2028 Notes have been previously redeemed or repurchased by Seagate HDD.
Upon exchange of the 2028 Notes, Seagate HDD will pay cash up to the aggregate principal amount of 2028 Notes to be exchanged and will pay or cause to be delivered, as the case may be, cash, ordinary shares of the Company or a combination of cash and ordinary shares of the Company, at Seagate HDD’s election, in respect of any remainder of the exchange obligation in excess of such principal amount. The current exchange rate for the 2028 Notes is 12.1324 ordinary shares per $1,000 principal amount of 2028 Notes, which is equivalent to an exchange price of $82.42 per share as of June 27, 2025. The exchange price is subject to adjustment pursuant to the terms of the indenture.
Seagate HDD may redeem the 2028 Notes at its option, in whole but not in part, if Seagate HDD or the Guarantors have, or on the next interest payment date would, become obligated to pay to the holder of any Note additional amounts as a result of certain tax-related events at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date (a “Tax Redemption”); provided that Seagate HDD may only redeem the 2028 Notes if: (x) Seagate HDD or the relevant Guarantor cannot avoid these obligations by taking commercially reasonable measures available to Seagate HDD or such Guarantor; and (y) Seagate HDD delivers to the Trustee an opinion of outside legal counsel of recognized standing in the relevant taxing jurisdiction attesting to such tax-related event and obligation to pay additional amounts.
Seagate HDD also may redeem the 2028 Notes at its option on or after September 8, 2026, in whole or in part, if the last reported sale price of ordinary shares of the Company has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Seagate HDD provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Seagate HDD provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (a “Provisional Redemption”). If Seagate HDD redeems less than all the outstanding 2028 Notes, at least $150 million aggregate principal amount of 2028 Notes must be outstanding and not subject to redemption as of the relevant notice of redemption date.
If Seagate HDD elects to redeem any of the 2028 Notes pursuant to a Tax Redemption or a Provisional Redemption, then a holder of any 2028 Notes called pursuant to a Tax Redemption or Provisional Redemption (the “Redemption Called Notes”) may exchange such Redemption Called Notes at any time prior to the close of business on the second scheduled trading day preceding the relevant redemption date, even if such Redemption Called Note is not otherwise exchangeable at that time. After this time, the right to exchange any Redemption Called Notes will expire unless Seagate HDD fails to pay the applicable redemption price, in which case a holder may exchange any Redemption Called Notes until the redemption price is paid.
If a holder elects to exchange any Redemption Called Notes, Seagate HDD shall, under certain circumstances, increase the exchange rate for such Redemption Called Notes as set out in the indenture.
As of the calendar quarter ended June 30, 2025 (subsequent to the Company’s Consolidated Balance Sheet date), the conditional conversion feature of the 2028 Notes was triggered, based on the price of the Company’s ordinary shares, as the last reported sale price of the Company’s ordinary shares was at least 130% of the then-applicable exchange price then in effect for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days which ended on June 30, 2025, the last trading day of the applicable quarter. Accordingly, the 2028 Notes are exchangeable through September 30, 2025.
In connection with the 2028 Notes, the Company and Seagate HDD entered into privately negotiated capped call transactions with certain financial institutions. The current cap price of the capped call transactions is $107.785 per share. The cost of the capped call transactions was $95 million, which met certain accounting criteria to be accounted under Additional Paid-in Capital as part of the Shareholders’ Deficit and are not accounted as derivatives in the Company’s Consolidated Balance Sheets.
2025 Notes
On January 2, 2025, the entire outstanding principal amount of $479 million was repaid at par, plus accrued and unpaid interest.
2030 Notes and 2027 Notes
2030 Notes. On May 27, 2025, Seagate Data Storage Technology Pte. Ltd, in a private placement, issued $400 million in aggregate principal amount of 5.875% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes will mature on July 15, 2030, with interest payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2026.
2027 Notes. On June 11, 2025, in connection with the proceeds from the offering of the 2030 Notes, together with cash on hand, the entire outstanding principal amount of the 2027 Notes was repaid. The transaction was accounted for as a debt extinguishment and the Company recorded a net loss of $5 million, which was included in Net (loss) gain from debt transactions in the Company’s Consolidated Statements of Operations for fiscal year 2025.
Debt Repurchases
During fiscal year 2025, $24 million principal amount of the June 2029 Notes, $25 million principal amount of the July 2029 Notes, $39 million principal amount of the January 2031 Notes and $11 million principal amount of the July 2031 Notes were repurchased for cash at a discount to their principal amounts, plus accrued and unpaid interest. The Company recorded a net gain of $7 million on these repurchases during fiscal year 2025, which was included in Net (loss) gain from debt transactions in the Company’s Consolidated Statements of Operations.
Obligor Exchange
On June 27, 2025, the Company completed offers to exchange (collectively, the “Exchange Offers” and each, an “Exchange Offer”) any and all outstanding notes of eight series issued by Seagate HDD (the “Old Notes”) for new notes to be issued by SDST (the “New Notes”), and related consent solicitations. The Exchange Offers commenced on May 28, 2025 and expired on June 26, 2025 (the “Expiration Time”).
As of the Expiration Time, an aggregate of $2.8 billion principal amount of Old Notes had been validly tendered (and consents thereby validly delivered) as set forth in the table below (presented dollars in millions). Each eligible holder who validly tendered their Old Notes pursuant to an Exchange Offer was deemed to have validly delivered its consent in the corresponding consent solicitation with respect to the principal amount of such tendered Old Notes.
| Title of Security | Principal Amount Outstanding (1) (In millions) | Principal Amount Tendered at Expiration Time(2) (In millions) | Approximate Percentage of Outstanding Notes Tendered at Expiration Time | |||||||||||||||||
4.091% Senior Notes due 2029 | $ | 470 | $ | 431 | 91.60 | % | ||||||||||||||
3.125% Senior Notes due 2029 | 138 | 100 | 72.39 | % | ||||||||||||||||
8.250% Senior Notes due 2029 | 500 | 492 | 98.40 | % | ||||||||||||||||
4.125% Senior Notes due 2031 | 237 | 213 | 90.10 | % | ||||||||||||||||
3.375% Senior Notes due 2031 | 61 | 45 | 73.66 | % | ||||||||||||||||
8.500% Senior Notes due 2031 | 500 | 471 | 94.14 | % | ||||||||||||||||
9.625% Senior Notes due 2032 | 750 | 731 | 97.43 | % | ||||||||||||||||
5.750% Senior Notes due 2034 | 490 | 328 | 66.86 | % | ||||||||||||||||
| $ | 3,146 | $ | 2,811 | |||||||||||||||||
(1) Reflects the principal amount of Old Notes outstanding as of May 28, 2025.
(2) Reflects the aggregate principal amount of Old Notes that were validly tendered prior to the Expiration Time and were therefore exchanged.
In accordance with the terms of the Exchange Offers and consent solicitations, the Company accepted for exchange all Old Notes validly tendered and not validly withdrawn. Subsequent to the Company’s Consolidated Balance Sheet date, the Exchange Offers and the consent solicitations were settled on June 30, 2025 (the “Settlement Date”). No gain or loss was recorded as the Exchange Offers were accounted for as a debt modification. The Company incurred immaterial third party fees for the Exchange Offers as of fiscal year 2025.
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 were guaranteed by the same guarantors as the Old Notes, in addition to Seagate HDD (which is the issuer of the Old Notes). The New Notes have substantially the same covenants as the Old Notes and are subject to the same business and financial risks.
Credit Agreement
On January 30, 2025, the Company and its subsidiary Seagate HDD Cayman (the “Borrower”), the Bank of Nova Scotia, as administrative agent, and the lenders thereto entered into a Credit Agreement (the “New Credit Agreement”) and terminated their then-existing Credit Agreement, dated as of February 20, 2019 (the “Old Credit Agreement”). As a result of terminating the Old Credit Agreement, the Company recorded an $8 million non-cash loss related to the accelerated amortization of debt issuance costs, which was included in Net (loss) gain from debt transactions in the Company’s Consolidated Statements of Operations.
The New Credit Agreement provides for a $1.3 billion senior unsecured revolving credit facility (“Revolving Credit Facility”), the term of which is through January 30, 2030. The Revolving Credit Facility is available for cash borrowings, subject to compliance with certain covenants and other customary conditions to borrowing. An aggregate amount of up to $150 million of the facility shall also be available for the issuance of letters of credit, and an aggregate amount of up to $50 million of the facility shall also be available for swing line loans. On June 27, 2025, no borrowings were outstanding under the New Credit Agreement.
The loans made under the New Credit Agreement will bear interest at an Applicable Rate based on the secured overnight financing rate, or SOFR, plus a variable margin that will be determined based on the corporate credit rating of the Company. The Borrower’s obligations under the New Credit Agreement are guaranteed by the Company and certain material subsidiaries of the Company.
The New Credit Agreement also contains a financial covenant that requires the Company to maintain a total net leverage ratio of less than or equal to 6.75 to 1.00, commencing with the fiscal quarter ended June 27, 2025 and declining over time so that the maximum permitted net leverage ratio for each fiscal quarter ending after July 2, 2027 is 4.25 to 1.00, in accordance with the terms of the New Credit Agreement. For each fiscal quarter until January 2, 2026, this net leverage ratio covenant applies only to the extent that there is any amount of revolving loans, swing line loans, or letters of credit outstanding as of the last day of the relevant fiscal quarter.
Future Principal Payments on Long-term Debt
At June 27, 2025, future principal payments on long-term debt were as follows (in millions):
| Fiscal Year | Amount | |||||||
| 2026 | $ | — | ||||||
| 2027 | — | |||||||
| 2028 | 1,500 | |||||||
| 2029 | 470 | |||||||
| 2030 | 638 | |||||||
| Thereafter | 2,438 | |||||||
| Total | $ | 5,046 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Aug 1, 2025 | Showing above |
| 2024 | Aug 2, 2024 | |
| 2023 | Aug 4, 2023 | |
| 2022 | Aug 5, 2022 | |
| 2020 | Aug 7, 2020 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.