Latest news with #ConsentSolicitationStatement
Business Wire
4 days ago
- Business
- Business Wire
Graanul - Expiry of Early Consent Deadline relating to the Consent Solicitation and Scheme Solicitation
LUXEMBOURG--(BUSINESS WIRE)--Graanul: Expiry of Early Consent Deadline relating to the Consent Solicitation and Scheme Solicitation for Graanul's: €250,000,000 Floating Rate Sustainability-Linked Senior Secured Notes due 2026 (Regulation S Notes: ISIN Number XS2397354015 / Common Code 239735401 Rule 144A Notes: ISIN Number XS2397354288 / Common Code 239735428) (the ' Existing Floating Rate Notes ') and €380,000,000 4.625% Sustainability-Linked Senior Secured Notes due 2026 (Regulation S Notes: ISIN Number XS2397354528 / Common Code 239735452 Rule 144A Notes: ISIN Number: XS2397355095 / Common Code 239735509) (the ' Existing Fixed Rate Notes ' and, together with the Existing Floating Rate Notes, the ' Existing Notes ') of a special limited partnership (société en commandite spéciale) established under the laws of Luxembourg, having its registered office at 2, avenue Charles de Gaulle, L-1653, registered with the Luxembourg Register of Commerce and Companies under number B-256979 (the 'Issuer' and together with its subsidiaries, 'Graanul') Graanul announces the Expiry of Early Consent Deadline Graanul confirms that the deadline for Eligible Holders to benefit from the Early Consent Consideration (as defined in the Issuer's consent solicitation statement dated July 25, 2025 (the ' Consent Solicitation Statement ')) has expired at 5:00 p.m. (New York time) on August 7, 2025. Graanul is also pleased to announce that more than 90% of Noteholders have now undertaken to support the A&E Transaction by acceding to the Transaction Support Agreement and validly submitting (and not withdrawing) their consent. Timing. The timing of the Consent Solicitation and Scheme Solicitation remains unchanged and will expire at 11:59 p.m. New York time on August 21, 2025, unless extended, re-opened, amended or earlier terminated by the Issuer in accordance with the Consent Solicitation Statement. Eligible Holders may submit their instructions in respect of the Consent Solicitation and Scheme Solicitation at any time prior to the Expiration Time. Consideration. Eligible Holders who satisfy the conditions set forth in the Consent Solicitation Statement will receive consideration consisting of (a) the New Notes (in an aggregate principal amount equal to the aggregate principal amount of such Eligible Holder's Supporting Notes, less its pro rata share of the Participation Consideration referred to below, which New Notes have the improved terms, including as to economic terms, described in the Consent Solicitation Statement, (b) accrued and unpaid interest in cash in respect of the aggregate principal amount of such Eligible Holder's Supporting Notes (prior to payment of the Participation Consideration), and (c) the Participation Consideration, consisting of €55.0 million in cash to pay down at par, on a pro rata basis, the aggregate amount of the Supporting Notes held by the Eligible Holders who take the actions described above. Noteholders will receive the Early Consent Consideration only if they validly submitted (and did not withdraw) their consent (or Abstention Instruction, as applicable) and became a party to the Transaction Support Agreement prior to the Early Consent Deadline. Holders who do not participate in the Consent Solicitation and Scheme Solicitation prior to the Expiration Time will not receive the New Notes, will not receive any of the above outlined consideration, and will have their Existing Notes amended in the form of Amended Notes to: extend the maturity date to October 15, 2029 (but make no other changes to the economic terms of the Amended Notes); disapply substantially all of the restrictive covenants in respect of the Amended Notes; and disapply certain events of default in respect of the Amended Notes, in each case, as described in more detail in the Consent Solicitation Statement. The New Notes will have separate ISINs and trade separately from the Amended Notes that the non-participating holders will continue to hold. Supplemental Indenture. Having surpassed the relevant consent threshold described in the Consent Solicitation Statement, the Issuer will execute a supplemental indenture to the Existing Indenture to implement the Proposed 90% Amendments and complete the A&E Transaction on a consensual basis. Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement. Additional Information Eligible Holders that wish to support the A&E Transaction are reminded to (a) accede to the Transaction Support Agreement; and (b) submit (and not withdraw) their consent (or Abstention Instruction, as applicable) via the Clearing Systems, in each case as soon as possible and no later than 11:59 p.m. (New York time) on August 21, 2025. In order to accede to the Transaction Support Agreement, Eligible Holders will be required to complete and execute an accession letter as well as a supporting notes confirmation letter and provide evidence of their beneficial holdings to Kroll Issuer Services Limited. The relevant documentation can be accessed and completed here: The Consent Solicitation Statement is available to all Eligible Holders through the information and tabulation agent. If you experience any issues in accessing this website or have any questions about accession to the Transaction Support Agreement, the Consent Solicitation and Scheme Solicitation, you should contact: Kroll Issuer Services Limited Address: The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom Telephone: +44 207 704 0880 Email: graanul@ Website: Attention: Jacek Kusion / Ivan Šantek Goldman Sachs Bank Europe SE is acting as the Issuer's financial advisor. Goldman Sachs Bank Europe SE, which is authorized and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for the Issuer and no one else in connection with the transactions described herein and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving advice in connection with the transactions described herein or any matter referred to herein. For further information on the A&E Transaction, please contact Latham & Watkins LLP, who are advising supporting noteholders, at the following email address: About Graanul Graanul is the largest sustainable wood-pellet manufacturer in Europe, focusing primarily on the European pellet market. The wood pellets produced are low-carbon alternative fossil fuels that are used for renewable power generation, commercial and residential heating, as well as combined heating and power applications. Graanul operates across Estonia, Latvia, Lithuania and the United States. Important Notice This press release does not constitute an offer to sell or the solicitation of an offer to buy the Existing Notes, the Amended Notes, the New Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Existing Notes, the Amended Notes and the New Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or in any other jurisdiction. Certain information contained in this press release constitutes, or can be deemed, 'forward looking statements'. These forward looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward looking terminology such as 'may,' 'could,' 'should,' 'will,' 'would,' 'expect,' 'plan,' 'anticipate', 'project,' 'estimate,' 'believe', 'intend,' 'maintain,' or 'continue' or the negatives thereof or other variations thereon or comparable terminology or other forms of projections. By their nature, forward looking statements involve risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, actual events or results or the actual performance of Graanul, and developments in the industries in which Graanul operates, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward looking statements or projections. Forward looking statements are not historical facts but are based on certain assumptions of management regarding Graanul's present and future business strategies and the environment in which it will operate, which management believes to be reasonable but are inherently uncertain, and describe Graanul's future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. No representation, express or implied, is made or will be made by Graanul (or any of its affiliates, members, directors, officers, employees, advisors, consultants, agents, and representatives) that any forward looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward looking statements. As a result, you should not rely on these forward looking statements. All forward looking statements, projections, objectives, estimates and forecasts and any other information contained in this press release apply only as of the date hereof and Graanul undertakes no obligation to update this information, whether as a result of new information, future events or otherwise, except as may be required by applicable law. This announcement may constitute a public disclosure of inside information by Graanul under Regulation (EU) 596/2014 (16 April 2014).
Business Wire
6 days ago
- Business
- Business Wire
Triton International Limited Subsidiary Commences Consent Solicitation From Fixed Rate Note Holders
HAMILTON, Bermuda--(BUSINESS WIRE)--August 6, 2025-- GCI Funding I LLC ('GCI Funding') today announced that, in connection with the acquisition on July 1, 2025 of GCI Funding and certain of its affiliates by Triton Container International Limited ('TCIL'), a wholly-owned subsidiary of Triton International Limited ('Triton'), GCI Funding has commenced a consent solicitation (the 'Consent Solicitation') to amend certain agreements (the 'Note Agreements') relating to its prior issuance of fixed rate notes secured by pools of intermodal containers (the 'Containers'). The amendments to the Note Agreements are intended, among other things, (i) to permit TCIL to manage the Containers on behalf of GCI Funding in a manner consistent with TCIL's management of intermodal containers owned by TCIL and its subsidiaries and (ii) to more closely conform default events, financial tests and other provisions in the Note Agreements to similar provisions in the agreements governing outstanding secured indebtedness of TCIL and its subsidiaries. The Consent Solicitation pertains to the following series of fixed rate notes (the 'Notes'): The consents relate to proposed amendments to the indenture and the supplemental indenture governing the Notes and the related management agreement and manager transition agreement, the amendment and restatement of GCI Funding's operating agreement and the joinder of GCI Funding to an intercreditor agreement and related account control agreement to which TCIL and certain of its subsidiaries are party (collectively, the 'Proposed Amendments'). The Consent Solicitation is being made in accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement, dated August 6, 2025. The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on August 14, 2025, unless extended by GCI Funding (the 'Expiration Date'). Holders of Notes may revoke their consent at any time up to 5:00 p.m., New York City time, on August 14, 2025 (the 'Revocation Deadline'). Holders of Notes who validly deliver consents to the Proposed Amendments in the manner described in the Consent Solicitation Statement will be eligible to receive a consent fee equal to $0.50 per $1,000 unpaid principal balance of the Notes for which consents have been validly delivered prior to the Expiration Date and not validly revoked prior to the Revocation Deadline. Holders providing consents after the Expiration Date will not receive the consent fee. The consent fee will be paid to consenting holders as promptly as practicable after the satisfaction or waiver of the conditions to the Consent Solicitation, as further described in the Consent Solicitation Statement. Approval of the Proposed Amendments requires the consent of the holders of not less than a majority of the aggregate unpaid principal balance of the Notes (the 'Requisite Consents'). Only holders of the Notes are being solicited for their consent to the Proposed Amendments. The consummation of the Consent Solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, (i) the receipt by the Tabulation Agent (as defined below), on or prior to the Expiration Date, of the Requisite Consents, (ii) the Proposed Amendments being executed and becoming effective, and (iii) the absence of any regulatory or other legal impediments to the prompt implementation of the Proposed Amendments, the entering into of the Proposed Amendments or the payment of any Consent Fee to the holders of Notes in respect thereof or any law, regulation or proceeding that would question the legality or validity of any thereof. If the Requisite Consents are received, then, upon execution of the Proposed Amendments and payment of the consent fee, the Proposed Amendments will be operative and be binding upon all holders of Notes, whether or not such holders have delivered consents to the Proposed Amendments. A more comprehensive description of the Consent Solicitation and the Proposed Amendments can be found in the Consent Solicitation Statement. GCI Funding has retained D.F. King & Co., Inc. to serve as its tabulation agent for the consent solicitation (the 'Tabulation Agent'). Questions concerning the terms of the Consent Solicitation and requests for documents should be directed to D.F. King & Co., 48 Wall Street, 22 nd Floor, New York, NY 10005, Attention: Andrew Beck. Banks and brokers please call (212) 269-5550; all others please call (800) 644-5854. RBC Capital Markets, LLC is serving as the solicitation agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843. This press release and the Consent Solicitation Statement do not constitute an offer to sell or a solicitation of an offer to purchase any Notes or other securities. The Consent Solicitation is being made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified in its entirety by reference to the Consent Solicitation Statement. No recommendation is made, or has been authorized to be made, as to whether or not holders of Notes should consent to the adoption of the Proposed Amendments or to any other matters that are the subject of the Consent Solicitation. Each holder of Notes must make its own decision as to whether to give its consent to the Proposed Amendments and such other matters. About Triton International Limited Triton International Limited is the world's largest lessor of intermodal freight containers. With a container fleet of more than 7 million twenty-foot equivalent units ('TEU') of owned and managed containers, Triton's global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.
Business Wire
6 days ago
- Business
- Business Wire
Graanul - Update on the Consent Solicitation and Scheme Solicitation
LUXEMBOURG--(BUSINESS WIRE)--Graanul: Update on the Consent Solicitation and Scheme Solicitation relating to: €250,000,000 Floating Rate Sustainability-Linked Senior Secured Notes due 2026 (Regulation S Notes: ISIN Number XS2397354015 / Common Code 239735401 Rule 144A Notes: ISIN Number XS2397354288 / Common Code 239735428) (the 'Existing Floating Rate Notes') and €380,000,000 4.625% Sustainability-Linked Senior Secured Notes due 2026 (Regulation S Notes: ISIN Number XS2397354528 / Common Code 239735452 Rule 144A Notes: ISIN Number: XS2397355095 / Common Code 239735509) (the 'Existing Fixed Rate Notes' and together with the Existing Floating Rate Notes, the 'Existing Notes') of Cullinan Holdco SCSp a special limited partnership (société en commandite spéciale) established under the laws of Luxembourg, having its registered office at 2, avenue Charles de Gaulle, L-1653, registered with the Luxembourg Register of Commerce and Companies under number B-256979 (the 'Issuer' and together with its subsidiaries, 'Graanul') Graanul is pleased to announce that holders of greater than 75% of its Existing Notes have acceded to the Transaction Support Agreement. While Graanul now has sufficient support from holders to implement the A&E Transaction via a Scheme, Graanul continues to progress towards achieving the Requisite 90% Consents to implement the A&E Transaction on a consensual basis, as described in the Consent Solicitation Statement. Noteholders are reminded to take the steps outlined below and in the Consent Solicitation Statement to participate in the Consent Solicitation and to do so by the Early Consent Deadline to receive the full Consideration. Timing. The timing of the Consent Solicitation and Scheme Solicitation remains unchanged, with an Early Consent Deadline of 5:00 p.m. New York time on August 7, 2025, and will expire at 11:59 p.m. New York time on August 21, 2025, in each case, unless extended, re-opened, amended or earlier terminated by the Issuer in accordance with the Consent Solicitation Statement. Eligible Holders may submit their instructions in respect of the Consent Solicitation and Scheme Solicitation at any time prior to the Expiration Time, but are reminded that Noteholders will receive the Early Consent Consideration only if they validly submit (and do not withdraw) their consent (or Abstention Instruction, as applicable) and become a party to the Transaction Support Agreement prior to the Early Consent Deadline (or otherwise as set forth in the Consent Solicitation Statement). Supportive Noteholders wishing to receive the Early Consent Consideration are reminded to take action as soon as possible as custodians may impose varying and/or earlier deadlines for submission of instructions ahead of the Early Consent Deadline. Consideration. Eligible Holders who satisfy the conditions set forth in the Consent Solicitation Statement will receive consideration consisting of (a) the New Notes (in an aggregate principal amount equal to the aggregate principal amount of such Eligible Holder's Supporting Notes, less its pro rata share of the Participation Consideration referred to below, plus, if applicable, the Early Consent Consideration paid to it in the form of New Notes), which New Notes have the improved terms, including as to economic terms, described in the Consent Solicitation Statement, (b) accrued and unpaid interest in cash in respect of the aggregate principal amount of such Eligible Holder's Supporting Notes (prior to payment of the Participation Consideration), and (c) the following consideration: (a) Participation Consideration, of €55.0 million in cash to pay down at par, on a pro rata basis, the aggregate amount of the Supporting Notes held by the Eligible Holders who take the actions described above; and (b) Early Consent Consideration, of (i) €10.0 in cash for each €1,000 of Supporting Notes held by such Participating Holder and (ii) €10.0 in New Notes for each €1,000 of Supporting Notes held by such Participating Holder (subject to rounding), in each case, prior to the application of the Participation Consideration, Expand provided that, to be eligible to receive the Early Consent Consideration, such Eligible Holders must validly submit (and do not withdraw) their consent (or Abstention Instruction, as applicable) with respect to all of the Existing Notes held or beneficially owned by them (except for any Existing Notes held by it in its capacity as a Qualified Market-maker and after taking into account any pending transfers) and become a party to the Transaction Support Agreement prior to the Early Consent Deadline; in each case, subject to and in accordance with the limitations and conditions set forth in the Consent Solicitation Statement. Eligible Holders who take the relevant steps prior to the Expiration Time but after the Early Consent Deadline will not be eligible to receive the Early Consent Consideration, but will be entitled to receive the New Notes, accrued and unpaid interest and the Participation Consideration. If the Issuer obtains the Requisite 90% Consents, holders who do not participate in the Consent Solicitation and Scheme Solicitation prior to the Expiration Time will not receive the New Notes, will not receive any of the above outlined consideration, and will have their Existing Notes amended in the form of Amended Notes to: extend the maturity date to October 15, 2029 (but make no other changes to the economic terms of the Amended Notes); disapply substantially all of the restrictive covenants in respect of the Amended Notes; and disapply certain events of default in respect of the Amended Notes, in each case, as described in more detail in the Consent Solicitation Statement. The New Notes will have separate ISINs and trade separately from the Amended Notes that the non-participating holders will continue to hold. Supplemental Indenture. Having received requisite support for implementation of the A&E Transaction via a Scheme should the Requisite 90% Consents not be achieved, the Issuer has executed a supplemental indenture to the Existing Indenture, which is now effective and operative, which would facilitate such implementation by permitting implementation of the Scheme Amendments to the Existing Indenture as disclosed in the Consent Solicitation Statement. Progressing towards and achieving the Requisite 90% Consents in order to implement the A&E Transaction on a consensual basis continues to be Graanul's objective and Noteholders are reminded to take the steps outlined above to participate in the Consent Solicitation. Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement. Additional Information Eligible Holders that wish to support the A&E Transaction and receive the Early Consent Consideration are reminded to, as soon as possible and in any event prior to the Early Consent Deadline: (a) accede to the Transaction Support Agreement; and (b) submit (and not withdraw) their consent (or Abstention Instruction, as applicable) via the Clearing Systems. In order to accede to the Transaction Support Agreement, Eligible Holders will be required to complete and execute an accession letter as well as a supporting notes confirmation letter and provide evidence of their beneficial holdings to Kroll Issuer Services Limited. The relevant documentation can be accessed and completed here: The Consent Solicitation Statement is available to all Eligible Holders through the information and tabulation agent. If you experience any issues in accessing this website or have any questions about accession to the Transaction Support Agreement, the Consent Solicitation and Scheme Solicitation, you should contact: Kroll Issuer Services Limited Address: The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom Telephone: +44 207 704 0880 Email: graanul@ Website: Attention: Jacek Kusion / Ivan Šantek Goldman Sachs Bank Europe SE is acting as the Issuer's financial advisor. Goldman Sachs Bank Europe SE, which is authorized and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for the Issuer and no one else in connection with the transactions described herein and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving advice in connection with the transactions described herein or any matter referred to herein. For further information on the A&E Transaction, please contact Latham & Watkins LLP, who are advising supporting noteholders, at the following email address: About Graanul Graanul is the largest sustainable wood-pellet manufacturer in Europe, focusing primarily on the European pellet market. The wood pellets produced are low-carbon alternative fossil fuels that are used for renewable power generation, commercial and residential heating, as well as combined heating and power applications. Graanul operates across Estonia, Latvia, Lithuania and the United States. Important Notice This press release does not constitute an offer to sell or the solicitation of an offer to buy the Existing Notes, the Amended Notes, the New Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Existing Notes, the Amended Notes and the New Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or in any other jurisdiction. Certain information contained in this press release constitutes, or can be deemed, 'forward looking statements'. These forward looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward looking terminology such as 'may,' 'could,' 'should,' 'will,' 'would,' 'expect,' 'plan,' 'anticipate', 'project,' 'estimate,' 'believe', 'intend,' 'maintain,' or 'continue' or the negatives thereof or other variations thereon or comparable terminology or other forms of projections. By their nature, forward looking statements involve risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, actual events or results or the actual performance of Graanul, and developments in the industries in which Graanul operates, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward looking statements or projections. Forward looking statements are not historical facts but are based on certain assumptions of management regarding Graanul's present and future business strategies and the environment in which it will operate, which management believes to be reasonable but are inherently uncertain, and describe Graanul's future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. No representation, express or implied, is made or will be made by Graanul (or any of its affiliates, members, directors, officers, employees, advisors, consultants, agents, and representatives) that any forward looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward looking statements. As a result, you should not rely on these forward looking statements. All forward looking statements, projections, objectives, estimates and forecasts and any other information contained in this press release apply only as of the date hereof and Graanul undertakes no obligation to update this information, whether as a result of new information, future events or otherwise, except as may be required by applicable law. This announcement may constitute a public disclosure of inside information by Graanul under Regulation (EU) 596/2014 (16 April 2014).
Business Wire
25-07-2025
- Business
- Business Wire
Graanul announces entry into an agreement with 50% of noteholders for an extension of the maturity of €630 million aggregate principal amount of its Existing Notes to 2029
LUXEMBOURG--(BUSINESS WIRE)--Cullinan Holdco SCSp (the ' Issuer ', and together with its subsidiaries, ' Graanul ' or the ' Group ') is pleased to announce that it has entered into a transaction support agreement (the ' Transaction Support Agreement ') with noteholders (the ' Participating Holders ') collectively representing 50% of the aggregate principal amount of its (i) 4.625% Sustainability-Linked Senior Secured Notes due 2026 (the ' Existing Fixed Rate Notes ') and (ii) Sustainability-Linked Senior Secured Floating Rate Notes due 2026 (the ' Existing Floating Rate Notes ' and, together with the Existing Fixed Rate Notes, the ' Existing Notes '), to proactively address the Group's capital structure and create a clear maturity runway until 2029 while the Group negotiates new commercial contracts (the ' A&E Transaction '). The key terms of the A&E Transaction include a 3-year extension of the maturity of the Existing Notes to October 15, 2029, in return for enhanced economics and fees as well as certain other amendments to the indenture governing the Existing Notes (the ' Existing Indenture '). Pursuant to the Transaction Support Agreement, the Issuer and the Participating Holders have agreed to implement the A&E Transaction either by amending the Existing Indenture with the consent of noteholders representing at least 90% of the aggregate outstanding principal amount of the Existing Notes, or through a scheme of arrangement under Part 26 of the Companies Act 2006 (the ' Scheme '). Accordingly, the Issuer has launched a solicitation for consents (the ' Consent Solicitation ') to amend the Existing Indenture to implement the A&E Transaction and to support commencement of the Scheme (the ' Scheme Solicitation '). Any Eligible Holders (as defined below) that elect to participate will thereafter become Participating Holders and will also be required to accede to the Transaction Support Agreement. The Transaction Support Agreement obliges each of the parties thereto (including those that subsequently accede to it) to provide approvals and take actions as required to implement the A&E Transaction, subject to the terms of the Transaction Support Agreement. The obligations of the parties under the Transaction Support Agreement will automatically terminate on the earliest of: Parties to the Transaction Support Agreement also have the ability to terminate the Transaction Support Agreement in other circumstances including where the A&E Transaction is not capable of implementation prior to the 'Long-Stop Date'. The full details of the A&E Transaction, the Scheme, the Consent Solicitation and Scheme Solicitation are provided in the consent solicitation statement dated July 25, 2025 (the ' Consent Solicitation Statement ') issued by the Issuer. This announcement is a summary of the Consent Solicitation Statement only. It highlights selected information contained in the Consent Solicitation Statement and does not contain all of the information that you should consider before making a determination with respect to the Scheme, the Consent Solicitation or Scheme Solicitation. Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement. The key terms of the Consent Solicitation and Scheme Solicitation are as follows: Eligibility to Participate The Consent Solicitation and the Scheme Solicitation are directed only to those holders of the Existing Notes (the ' Noteholders ') who are either (i) 'qualified institutional buyers' (as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the ' U.S. Securities Act ')), transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S. Securities Act, (ii) institutional 'accredited investors' (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the U.S. Securities Act) or (iii) holders who are not U.S. persons (as defined in Regulation S (' Regulation S ') under the Securities Act) transacting outside of the United States in an offshore transaction, as defined in, and in reliance on, Regulation S (provided that, if such persons are resident in (i) a member state of the European Economic Area, they must be 'qualified investors' (within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the ' Prospectus Regulation ')) or (ii) the United Kingdom, they must be 'qualified investors' (within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (each such Noteholder, an ' Eligible Holder '), unless the Issuer in any instance otherwise agrees. Consent Solicitation to make amendments to the Existing Indenture and the Existing Notes The Issuer proposes to amend the Existing Indenture as follows, depending on the level of consents received in the Consent Solicitation: (a) Proposed 50% Amendments. In case Noteholders representing a majority but less than 90% of outstanding Existing Notes consent and subject to the Scheme Condition being satisfied, the Existing Indenture and the Existing Notes may be amended to: (A) permit a Guarantor to become a co-issuer of the Existing Notes or permit the addition of a newly incorporated English entity in the Group as a co-issuer of the Existing Notes, (B) change the governing law of the Existing Indenture, the Existing Notes and the Existing Guarantees to the laws of England and Wales (and permit any related or necessary resulting changes), (C) include a non-exclusive English jurisdiction clause, and (D) provide that the amendments referenced in (A) to (C) above (collectively, the ' Scheme Amendments ') will automatically cease to be effective and operative in all respects (and the Existing Indenture will read as though the Scheme Amendments had never been given effect) if the Transaction Support Agreement is terminated in accordance with its terms (other than on the Transaction Effective Date (as defined in the Transaction Support Agreement)), (collectively, the ' Proposed 50% Amendments '); and (b) Proposed 90% Amendments. In case Noteholders representing 90% or more of outstanding Existing Notes consent, the Existing Indenture and Existing Notes will be amended to: Maturity of the Existing Notes. The maturity date of the Existing Notes will be extended to October 15, 2029 (but no changes to the economic terms of the Existing Notes (including in respect of the rate of interest and the interest payment dates) will be made). Covenant Amendments. Disapply substantially all of the restrictive covenants and certain events of default in respect of the Existing Notes as described in more detail in the Consent Solicitation Statement. New Notes. Immediately after giving effect to the above, establish two series of new notes under the Existing Indenture on the Settlement Date, which will replace the Existing Notes of all Participating Holders accepted for settlement on the Settlement Date, and will be designated as new floating rate senior secured notes due 2029 (the ' New Floating Rate Notes ') and new 8.50% senior secured notes due 2029 (the ' New Fixed Rate Notes ', and together, the ' New Notes '). Terms of the New Notes. Among other things: Aggregate Principal Amount: the aggregate principal amount of the Supporting Notes accepted for settlement on the Settlement Date less the Participation Consideration (described below), plus, if applicable, the aggregate amount of the Early Consent Consideration (described below) paid in the form of New Notes. Maturity: October 15, 2029. Interest: New Floating Rate Notes: three-month EURIBOR plus a margin (such margin to be calculated (i) at the Expiration Time in the event in the event Noteholders representing 90% or more of outstanding Existing Notes consent prior to the Expiration Time or (ii) two Business Days following the date of the Scheme Sanction Hearing in the event a Scheme is implemented), representing a yield of 8.50%, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on the Settlement Date, plus an amount equivalent to a coupon uplift of 2.50% payment-in-kind per annum accruing in the form of a premium payable upon repayment, redemption or repurchase of the New Floating Rate Notes; and New Fixed Rate Notes: 8.50% cash interest per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on the Settlement Date, plus an amount equivalent to a coupon uplift of 2.50% payment-in-kind per annum accruing in the form of a premium payable upon repayment, redemption or repurchase of the New Fixed Rate Notes. Accrued and Unpaid Interest: in respect of the Amended Notes that will be replaced by New Notes, accrued and unpaid interest in respect thereof (at the rate specified in the Existing Notes) to (but excluding) the Settlement Date shall be paid in full on the Settlement Date. Call Premium: (i) on and after the Settlement Date, up to, but not including, the date that is one year after the Settlement Date, at 100% of the principal amount of the applicable New Notes (with mechanics for the principal amount to be deemed increased to give effect to the economic equivalent of 2.50% payment-in-kind interest per annum) plus a make-whole premium and accrued and unpaid interest thereon, if any, to the redemption date, and (ii) on and after the date that is one year after the Settlement Date, up to but not including the date that is two years after the Settlement Date, at the redemption price of 101% of the principal amount of the applicable New Notes (with mechanics for the principal amount to be deemed increased to give effect to the economic equivalent of 2.50% payment-in-kind interest per annum) and accrued and unpaid interest thereon, if any, to the redemption date, and (iii) thereafter, at the redemption price of 100% of the principal amount of the applicable New Notes (with mechanics for the principal amount to be deemed increased to give effect to the economic equivalent of 2.50% payment-in-kind interest per annum) plus accrued and unpaid interest thereon, if any, to the redemption date. (collectively, the ' Proposed 90% Amendments ' and, together with the Proposed 50% Amendments, the ' Proposed Amendments '). Expand Scheme Solicitation If the Issuer obtains through the Transaction Support Agreement or the Consent Solicitation the consent of Noteholders representing: (a) more than 50% (but less than 90%) in aggregate principal amount outstanding of the Existing Notes, subject to certain conditions and thresholds in the Transaction Support Agreement, the Proposed 50% Amendments will be implemented and a company in the Group to be determined shall proceed to formally propose a Scheme; and (b) if at least 90% in aggregate principal amount outstanding of the Existing Notes, the Proposed 90% Amendments will be implemented and the Issuer will, if required, terminate the Scheme. Expand If the A&E Transaction is implemented by a Scheme, it will result in (i) Participating Holders receiving, on the Settlement Date, (x) the same Early Consent Consideration that such Participating Holders would have been eligible to receive in this Consent Solicitation, subject to certain conditions and, (y) as further detailed below and in the Consent Solicitation Statement, Participation Consideration paid at par and on a pro rata basis to all Noteholders in respect of all Existing Notes; and (ii) Noteholders receiving notes with terms substantially the same as the terms of the New Notes. Timing. The Consent Solicitation and Scheme Solicitation will have an Early Consent Deadline of 5:00 p.m. New York time on August 7, 2025, and will expire at 11:59 p.m. New York time on August 21, 2025, in each case, unless extended, re-opened, amended or earlier terminated by the Issuer in accordance with the Consent Solicitation Statement. Eligible Holders may submit their instructions in respect of the Consent Solicitation and Scheme Solicitation at any time prior to the Expiration Time, but Noteholders will receive the Early Consent Consideration (as defined below) only if they validly submit (and do not withdraw) their consent (or Abstention Instruction, as applicable) and become a party to the Transaction Support Agreement prior to the Early Consent Deadline (or otherwise as set forth below). Consideration. Eligible Holders who (w) validly submit and do not withdraw an Electronic Consent Instruction (or an Abstention Instruction, as applicable) with respect to all of the Existing Notes held or beneficially owned by them (except for any Existing Notes held by it in its capacity as a Qualified Market-maker and after taking into account any pending transfers), (x) (in the case of Participating Holders that are not Original Consenting Noteholders) accede to the Transaction Support Agreement by validly executing and delivering to the Information and Tabulation Agent an Accession Letter and Supporting Notes Confirmation Letter (including Evidence of Beneficial Ownership, as set out in the Transaction Support Agreement), (y) if the A&E Transaction is to be implemented by a Scheme, vote in favor or (in the case of an Abstaining Holder) abstain from voting in respect of the Scheme at the Scheme Meeting and (z) have not breached the Transaction Support Agreement on or prior to the Settlement Date, subject to satisfaction of the Settlement Conditions, will receive the New Notes, accrued and unpaid interest in respect of the Amended Notes that will be replaced by the New Notes (at the rate specified in the Existing Notes) to (and excluding) the Settlement Date and the following Consideration: provided that, if the A&E Transaction is implemented by way of a Scheme, the Participation Consideration will be paid to all Noteholders, rather than to only the Eligible Holders of Supporting Notes who take the actions described above; and provided further that, (A) to be eligible to receive the Early Consent Consideration, Eligible Holders will be required to take the actions described under (w) and (x) above prior to the Early Consent Deadline and (B) in the case a Specific CLO Holder has submitted an Abstention Instruction prior to the Early Consent Deadline, such Abstention Instruction may be withdrawn (solely for the purpose of submitting an Electronic Consent Instruction in favor of the A&E Transaction in lieu of such Abstention Instruction that is withdrawn) and any Specific CLO Holder will continue to be eligible to receive the Early Consent Consideration. In each case such Consideration will be payable on the Settlement Date and conditional upon the completion of the Scheme or the Proposed 90% Amendments. Holders who may be unable to consent to the Consent Solicitation, for fund constitutional, governance or legal reasons, will also be eligible to receive the Consideration provided they sign or accede to the Transaction Support Agreement, abstain from any vote (or vote in favor if ultimately able to do so) in the Scheme or Consent Solicitation (including by submitting an Abstention Instruction under, and as defined in, the Consent Solicitation Statement) and otherwise remain in compliance with the Transaction Support Agreement. The Issuer may, on one or more occasions, at its option and in its discretion, at any time, subject to applicable laws and on the terms and subject to the conditions set forth in the Consent Solicitation Statement and the Transaction Support Agreement, (a) extend the Expiration Time or Early Consent Deadline to a date no later than September 15, 2025, or (b) re-open the Consent Solicitation following the Expiration Time, provided that the Expiration Time following such re-opening is no later than September 15, 2025 and provided further that any subsequent or longer extensions of the foregoing to a date after September 15, 2025 but up to and including September 30, 2025 shall require the consent of the Majority Consenting Noteholders (as defined in the Transaction Support Agreement) and any extensions to such date to a date on or later than October 1, 2025 up to and including the Long-Stop Date shall require the consent of the Super Majority Consenting Noteholders (as defined in the Transaction Support Agreement). Substantially contemporaneously with the entry into the Transaction Support Agreement, the Issuer and certain of its subsidiaries have entered into an agreement with 100% of the lenders of its €100.0 million super senior revolving credit facility (the ' ssRCF ') to extend the maturity of the ssRCF to July 15, 2029. The closing of the A&E Transaction will be effected substantially contemporaneously with the extension to the maturity of the ssRCF. Additional Information Eligible Holders that wish to support the A&E Transaction and receive the Early Consent Consideration are invited to accede to the Transaction Support Agreement as from today by accessing the documents here: Eligible Holders will be required to complete and execute an accession letter to the Transaction Support Agreement and provide evidence of their beneficial holdings to Kroll Issuer Services Limited. The Consent Solicitation Statement will also be made available to all Eligible Holders through the information and tabulation agent. If you experience any issues in accessing this website or have any questions about accession to the Transaction Support Agreement, the Consent Solicitation and Scheme Solicitation, you should contact: Kroll Issuer Services Limited Address: The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom Telephone: +44 207 704 0880 Email: graanul@ Website: Attention: Jacek Kusion / Ivan Šantek Goldman Sachs Bank Europe SE is acting as the Issuer's financial advisor. Goldman Sachs Bank Europe SE, which is authorized and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for the Issuer and no one else in connection with the transactions described herein and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving advice in connection with the transactions described herein or any matter referred to herein. For further information on the A&E Transaction, please contact Latham & Watkins LLP, who have advised supporting noteholders, at the following email address: About Graanul Graanul is the largest sustainable wood-pellet manufacturer in Europe, focusing primarily on the European pellet market. The wood pellets produced are low-carbon alternative fossil fuels that are used for renewable power generation, commercial and residential heating, as well as combined heating and power applications. Graanul operates across Estonia, Latvia, Lithuania and the United States. Important Notice This press release does not constitute an offer to sell or the solicitation of an offer to buy the Existing Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Existing Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or in any other jurisdiction. Graanul is issuing this statement on a one-off basis to update its investors, and does not currently anticipate that it will issue similar quarterly recent developments updates in the future. Certain information contained in this press release constitutes, or can be deemed, 'forward looking statements'. These forward looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward looking terminology such as 'may,' 'could,' 'should,' 'will,' 'would,' 'expect,' 'plan,' 'anticipate', 'project,' 'estimate,' 'believe', 'intend,' 'maintain,' or 'continue' or the negatives thereof or other variations thereon or comparable terminology or other forms of projections. By their nature, forward looking statements involve risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, actual events or results or the actual performance of Graanul, and developments in the industries in which Graanul operates, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward looking statements or projections. Forward looking statements are not historical facts but are based on certain assumptions of management regarding Graanul's present and future business strategies and the environment in which it will operate, which management believes to be reasonable but are inherently uncertain, and describe Graanul's future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. No representation, express or implied, is made or will be made by Graanul (or any of its affiliates, members, directors, officers, employees, advisors, consultants, agents, and representatives) that any forward looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward looking statements. As a result, you should not rely on these forward looking statements. All forward looking statements, projections, objectives, estimates and forecasts and any other information contained in this press release apply only as of the date hereof and Graanul undertakes no obligation to update this information, whether as a result of new information, future events or otherwise, except as may be required by applicable law. This announcement may constitute a public disclosure of inside information by Graanul under Regulation (EU) 596/2014 (16 April 2014).
Business Wire
27-06-2025
- Business
- Business Wire
Seagate Announces Final Results of Exchange Offers and Consent Solicitations for Senior Notes
FREMONT, Calif.--(BUSINESS WIRE)--Seagate Technology Holdings plc ('Seagate') (NASDAQ: STX) today announced the final results of the previously announced (i) offers to certain Eligible Holders (as defined below) to exchange (each, an 'Exchange Offer' and collectively, the 'Exchange Offers') any and all outstanding notes of the following eight series issued by Seagate HDD Cayman ('Seagate HDD') (the 'Old Notes') for new notes to be issued by Seagate Data Storage Technology Pte. Ltd. ('SDST') (the 'New Notes'), and (ii) related solicitation of consents (each, a 'Consent Solicitation' and collectively, the 'Consent Solicitations') by SDST from Eligible Holders to adopt certain proposed amendments (the 'Proposed Amendments') to each of the indentures governing the Old Notes (the 'Existing Indentures'). As of 5:00 p.m., New York City time, on June 26, 2025 (such date and time, the 'Expiration Time'), an aggregate of $2,809,835,357 principal amount of Old Notes had been validly tendered (and consents thereby validly delivered) as set forth in the table below. Each Eligible Holder who validly tendered their Old Notes pursuant to an Exchange Offer is deemed to have validly delivered its consent in the corresponding Consent Solicitation with respect to the principal amount of such tendered Old Notes. _______________ (1) Reflects the principal amount of Old Notes outstanding as of May 28, 2025. (2) Reflects the aggregate principal amount of Old Notes that have been validly tendered prior to the Expiration Time and not validly withdrawn, based on information provided by the information agent and exchange agent to Seagate. Expand In accordance with the terms of the Exchange Offers and Consent Solicitations, Seagate accepted for exchange all Old Notes validly tendered and not validly withdrawn. The Exchange Offers and the Consent Solicitations are expected to be settled on June 30, 2025 (the 'Settlement Date'). Following certain previously announced amendments to the terms of the Exchange Offers made in connection with the Early Participation Deadline, Eligible Holders who validly tendered their Old Notes prior to the Expiration Time will receive the total consideration set forth in the table on the cover page of the Offering Memorandum and Consent Solicitation Statement (as defined herein) (the 'Total Consideration'), which consists of $1,000 principal amount of New Notes and a cash amount of $1.25, in exchange for each $1,000 principal amount of Old Notes validly tendered and not validly withdrawn. In the event that any tenders of 9.625% Senior Notes due 2032 (the '9.625% Notes') are tendered in an amount that is not in an integral of $1,000 principal amount of such 9.625% Notes, any amounts of such series not in an integral of $1,000 principal amount that were validly tendered and accepted for exchange (the 'Odd Lot Notes') will be entitled to be paid 1/1000th of the Total Consideration per each $1.00 of Odd Lot Notes. As of the Early Participation Deadline, SDST has received the requisite number of consents to adopt the Proposed Amendments with respect to all Old Notes. Accordingly, Seagate HDD entered into a supplemental indenture to each of the Existing Indentures to give effect to the Proposed Amendments. Each such supplemental indenture will become operative on the Settlement Date upon the exchange of all Old Notes of the subject series validly tendered pursuant to the applicable Exchange Offer. The Proposed Amendments will be binding on all holders of such series of Old Notes who did not validly tender their Old Notes in such Exchange Offer. Available Documents and Other Details Documents relating to the Exchange Offers and the Consent Solicitations were only distributed to holders of Old Notes who completed and returned an eligibility form confirming that they are either a 'qualified institutional buyer' as defined in Rule 144A or not a 'U.S. person' as defined in Rule 902 in compliance with Regulation S under the Securities Act and, if in Singapore, a separate eligibility form confirming that they are an 'accredited investor' as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the 'SFA') or an 'institutional investor' as defined in Section 4A of the SFA, in each case pursuant to and in accordance with the requirements of the SFA. The complete terms and conditions of the Exchange Offers are set forth in the confidential Offering Memorandum and Consent Solicitation Statement, dated May 28, 2025, as supplemented by Supplement No. 1, dated June 5, 2025 (the 'Offering Memorandum and Consent Solicitation Statement'). This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offers were only made pursuant to the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers were not made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The New Notes have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Memorandum and Consent Solicitation Statement. The Exchange Offers and the issuance of the New Notes have not been registered with the U.S. Securities and Exchange Commission (the 'SEC') under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. The Exchange Offers were made, and the New Notes were offered and will be issued, only (i) to holders of Old Notes that are 'qualified institutional buyers' as defined in Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or (ii) outside the United States, to holders of Old Notes other than 'U.S. persons', as defined in Rule 902 under the Securities Act, in an offshore transaction in compliance with Regulation S under the Securities Act and that are not acquiring the New Notes for the account or benefit of a U.S. person (a holder satisfying at least one of the foregoing conditions being referred to as an 'Eligible Holder'), and, in each case, (w) if resident and/or located in any member state of the European Economic Area (the 'EEA'), that they are persons other than 'retail investors' (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, 'MiFID II'); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the 'Insurance Mediation Directive'), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the 'Prospectus Regulation')), (x) if resident and/or located in the United Kingdom, not a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the 'EUWA'); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the 'FSMA') and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the 'U.K. Prospectus Regulation'), (y) if resident and/or located in the United Kingdom, either (i) a person having professional experience in matters relating to investments and falling within the definition of investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order'), (ii) a person falling within Article 43(2) of the Order, or (iii) a person to whom the Offering Memorandum and Consent Solicitation Statement and other documents or materials relating to the New Notes may otherwise lawfully be communicated in accordance with the Order, and (z) if in Singapore, (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA, and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018. Pursuant to the registration rights agreement, the SDST and the Guarantors are required to consummate an offer to exchange the New Notes for a new issue of notes registered under the Securities Act to be declared effective no later than 451 days after the date the New Notes are issued, unless the New Notes are then freely transferable. About Seagate Seagate Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud. © 2025 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements include, among other things, statements about the terms and conditions of, and completion of, the Exchange Offers and the Consent Solicitations, each as described above. The Company cannot assure that the offering will be consummated, nor can it guarantee the size or terms of the offering. Forward-looking statements generally can be identified by words such as 'expects,' 'intends,' 'plans,' 'anticipates,' 'believes,' 'estimates,' 'predicts,' 'projects,' 'should,' 'may,' 'will,' 'will continue,' 'can,' 'could,' or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause the Company's actual results, performance or events to differ materially from historical experience and the Company's present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in the Company's latest periodic report on Form 10-Q or Form 10-K filed with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.
