May 04, 2011
The Notes are being sold in a private placement to qualified institutional buyers pursuant to Rule 144A and Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”). The sale of the Notes is expected to close on 18 May 2011, subject to customary closing conditions.
Seagate estimates that the net proceeds from the offering will be approximately US$587 million after deducting discounts and estimated offering expenses.
Seagate intends to use the net proceeds from the offering of the Notes for general corporate purposes, which may include, but are not limited to, the repayment, redemption and/or repurchase of a portion of its outstanding indebtedness, capital expenditures and investments in its business.
Seagate is the world leader in hard disc drives and storage solutions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful. The Notes to be offered have not been and will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the US Securities Act of 1933 and applicable state securities laws.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, and Section 21E of the US Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements relating to the proposed offering of the Notes and the anticipated use of their proceeds. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the Company's control. In particular, global economic conditions may pose a risk to our operating and financial performance as consumers and businesses may defer purchases in response to uncertain financial conditions. Such risks and uncertainties also include, but are not limited to, the impact of the variable demand; the possible impact of natural disasters, such as were recently experienced in Japan, on our sources of supply or on end demand for our products; dependence on our ability to successfully qualify, manufacture and sell our disc drive products in increasing volumes on a cost-effective basis and with acceptable quality, particularly our new disc drive products with lower cost structures; the risk that our recently announced transaction with Samsung Electronics Co., Ltd. will not be consummated and the risk that we will incur significant costs in connection with the transaction; the impact of competitive product announcements and our ability to achieve projected cost savings. Information concerning risks, uncertainties and other factors that could cause results to differ materially from those projected in the forward-looking statements is contained in the Company's Quarterly Reports on Form 10-Q, as filed with the US Securities and Exchange Commission (the “SEC”) on 3 November 2010, 3 February 2011 and 3 May 2011, our Annual Report on Form 10-K, as filed with the SEC on 20 August 2010 and Amendment No. 1 to our Annual Report on Form 10-K, as filed with the SEC on 6 October 2010, respectively, whose statements are incorporated into this press release by reference. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date on which they were made.