New SAC Announces Plan to Limit Near Term Sales of Seagate Stock and F

    Business Editors

    NEW YORK--(BUSINESS WIRE)--March 7, 2005--New SAC announced today that it intends to continue to dispose of its remaining shares of Seagate (NYSE:STX) common stock in a series of orderly and disciplined transactions in 2005 and 2006. The disposition of these shares will be effected primarily through a combination of market sales under a previously filed shelf registration statement, which is being amended today to seek acceleration of effectiveness, and through the distribution of Seagate shares to New SAC shareholders.
    With respect to near-term market sales under the registration statement, New SAC currently expects to sell only up to 25 million Seagate shares prior to August, which would be well after the expected announcement of Seagate's results for the fiscal year ending June 30, 2005. Any such sales are expected to be accompanied by a normal and customary "lock-up" agreement with the investment bank managing such sale. New SAC may also sell shares from time to time under Rule 144, which limits the volume of such sales in any 90-day period to the greater of 1% of the Company's outstanding shares or the average weekly trading volume of the Seagate's shares during the 4 weeks preceding any trade. Seagate has approximately 473 million shares outstanding and the average weekly trading volume of the Company's shares during the last 4 weeks was approximately 18.8 million shares.
    With respect to the distribution of Seagate shares to New SAC shareholders, New SAC expects to make quarterly distributions of 25 million shares of Seagate stock beginning this spring and continuing in each of the next three quarters thereafter, for a total distribution in this manner of 100 million shares over the next year. Twenty-five million shares currently represents approximately 5.3% of the outstanding shares of Seagate. Absent registration, these distributed shares will be illiquid and not eligible for re-sale in the public markets under Rule 144 until 12 months from the date of their distribution out of New SAC. The shareholders of New SAC with the power to request registration of these shares have consented to an agreement among themselves not to do so for at least a year, if at all.
    "These distributions are intended to provide New SAC's shareholders the ability to make their own independent investment decisions with respect to Seagate stock. Specifically, the distributions will give New SAC shareholders who have expressed an interest in continuing to own Seagate shares for the longer term the ability to do so, while other New SAC shareholders can sell their Seagate shares or perhaps distribute their Seagate shares to their investors," said Alan Austin, Managing Director and Chief Operating Officer of Silver Lake Partners and Chairman of New SAC.
    Today's announcement follows similar activity last year. Over a four-month period in 2004, after publicly announcing its intentions, New SAC initiated a series of registered and Rule 144 market sales of an aggregate 73 million Seagate shares that reduced New SAC's ownership of Seagate from 282.5 million shares to its current ownership of 209.5 million shares, or 44.3% of total shares outstanding. New SAC indicated that it was doing so in part to reduce its ownership below 50% in order to make Seagate again eligible for inclusion in certain of the major stock indices.

    About New SAC

    New SAC was formed in connection with a series of transactions whereby it acquired its interest in Seagate Technology in November 2000. Shareholders of New SAC include affiliates of Silver Lake Partners, Texas Pacific Group, August Capital and a number of other investors.

    Safe Harbor

    A registration statement relating to these securities has been filed with the Securities and Exchange Commission but will not become effective until declared effective by the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective, nor may sales be effected in the absence of a definitive prospectus and a prospectus supplement setting forth the terms and conditions of any specific securities offered. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to any registration or qualification under the securities laws of any state.

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CONTACT: Citigate Sard Verbinnen Matt Benson, 212-687-8080

KEYWORD: NEW YORK INDUSTRY KEYWORD: BANKING PRODUCT SOURCE: Seagate

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