SecProbe.io

CORRESP
 1
 filename1.htm

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

 March 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Division of Corporation Finance, Office of Mergers & Acquisitions
 Washington, D.C. 20549
 Attention:  Laura McKenzie

 Re:

 Seagate Technology Holdings Public Limited Company

 Schedule TO-T filed March 3, 2025, by Seagate Technology Holdings Public Limited Company

 File No. 005-50377

 Ladies and Gentlemen:

 On behalf of Irvine Acquisition Holdings, Inc. (“ Offeror ”) and Seagate Technology Holdings Public Limited Company (“ Seagate ” and, together
 with Offeror, the “ Filing Persons ”), we acknowledge receipt of the comment letter, dated March 13, 2025 (the “ Comment Letter ”), from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) concerning the above-captioned Schedule TO-T (the “ Schedule TO ”).  We
 submit this letter on behalf of the Filing Persons in response to the Comment Letter.  To facilitate the Staff’s review, we have reproduced the Staff’s comments in italics below.  Our response then follows each of the Staff’s comments.

 Concurrently with this letter, the Filing Persons are filing Amendment No. 2 to the Schedule TO-T, which reflects revisions made to the Schedule TO in response to the comments of the Staff.  Unless otherwise noted, the
 page numbers in the responses below refer to pages in the Offer to Purchase, dated March 3, 2025 (the “ Offer to Purchase ”), which is included as Exhibit (a)(1)(A) to the Schedule TO.  Capitalized terms used but
 not defined herein have the meaning given to such terms in the Offer to Purchase.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 2

 Staff Comment No. 1

 Schedule TO-T filed March 3, 2025

 General

 1. Please provide a detailed legal analysis explaining why Rule 13e-3 is not applicable to the transaction.  In your response, please address why the filing parties should not be considered “affiliates,” as defined in
 Rule 13e-3(a)(1), given that, among other matters, sales to Seagate represented approximately 90% of Intevac’s consolidated net revenues for the prior two fiscal years.  Additionally, we note Intevac’s disclosure beginning on page 26 of their
 Schedule 14D-9 filed March 3, 2025, regarding (i) the “significant commercial relationship with, and reliance on, Seagate for current and future sales,” (ii) the fact that if Seagate did not continue to do business with Intevac, which is not
 contractually required, it would be “challenging for Intevac to replace revenue lost from a decrease in purchases by Seagate,” and (iii) “statements by Seagate that it would begin to earnestly develop technology that could substantially reduce
 Intevac’s sales to Seagate.” Refer to the definition of “control” in Rule 12b-2, which includes “the possession . . . of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of
 securities, by contract or otherwise.”

 Response :

 The Offer and the Merger are not a Rule 13e-3 Transaction

 The Filing Persons, together with outside counsel, have reviewed carefully the possibility of the application of Rule 13e-3 under the Exchange Act to the transaction, and respectfully submit to the Staff that the Offer
 and the Merger is not a going-private transaction under Rule 13e-3.  The Filing Persons and their affiliates, therefore, are not required to file a Schedule 13E‑3.

 Rule 13e-3 applies to transactions to acquire equity securities of an issuer by the issuer or an affiliate of the issuer.  Rule 13e-3(a)(1) defines an “affiliate” of an issuer as “a person that directly or indirectly
 through one or more intermediaries controls, is controlled by, or is under common control with such issuer.”  “Control” is defined in Rule 12b-2 under the Exchange Act to mean the “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”  Under SEC
 Release No. 34-17719 (April 13, 1981) (the “ Interpretive Release ”), the determination of whether a person is in control of an issuer depends on “the particular facts and circumstances of each situation.”  The
 Filing Persons respectfully submit that the facts and circumstances of the Offer and the Merger do not support a conclusion that the Filing Persons have the ability “to direct or cause the direction of the management and policies” of Intevac.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 3

 The Filing Persons are not Affiliates of Intevac

 The Filing Persons and their affiliates: (i) do not own any securities of Intevac, (ii) do not have any representatives on the Board of Directors (the “ Board ”) of Intevac, or any
 contractual rights to appoint any such Board representatives or receive information related to activities or deliberations of Intevac’s Board, (iii) do not have any right to veto any actions of Intevac’s Board or management, or to require Intevac’s
 Board or management to take or refrain from taking any action, and (iv) do not have any other contractual rights to direct or cause the direction of the management and policies of Intevac in a manner that would implicate Rule 13e‑3.

 The commercial relationship between Seagate and Intevac is governed primarily by an Equipment and Supply Agreement, dated as of October 22, 2008 and as amended on November 5, 2014 and May 11, 2015, between Seagate
 Technology LLC, a wholly owned subsidiary of Seagate, and Intevac (the “ Equipment and Supply Agreement ”).  The Equipment and Supply Agreement is an arm’s-length commercial agreement and was entered into not in
 connection with or in contemplation of any future business combination between Seagate and Intevac.  The Equipment and Supply Agreement provides for Seagate to purchase equipment and supplies from Intevac, for use in the manufacturing of Seagate’s
 data storage products.  The Equipment and Supply Agreement, including all of the amendments thereto, was negotiated on an arm’s-length basis by sophisticated parties.  The Equipment and Supply Agreement does not give the Filing Persons (i) any right
 to representation on Intevac’s Board, or to receive information related to the deliberations of Intevac’s Board, (ii) any rights with respect to the selection or identity of Intevac’s management team, (iii) any right of first refusal or veto right
 with respect to a strategic transaction involving Intevac, (iv) the ability to restrict or otherwise limit Intevac’s ability to issue securities, incur debt or otherwise raise capital to fund its operations or (v) the ability to restrict or otherwise
 limit Intevac’s ability to expand, reduce or restructure its operations.

 The Equipment and Supply Agreement does require Intevac to notify Seagate of any bona fide third-party offer to purchase a controlling interest in Intevac, which is appropriate given the importance of Intevac’s products
 and services to Seagate.  This notification right does not require Intevac to transact with Seagate to the exclusion of any other third party and does not confer any sort of veto or blocking right on Seagate,
 and at all times prior to the execution of the Merger Agreement, Intevac retained the ability to choose to transact with any third party that might have had interest in acquiring it.  Indeed, as discussed in Intevac’s Solicitation/Recommendation
 Statement on Schedule 14D-9, filed with the SEC on March 3, 2025 (as amended from time to time, the “ Intevac Schedule 14D-9 ”), Intevac and its investment bankers conducted a nearly 18-month-long strategic
 review and contacted over 50 third parties in an effort to identify a party that might be interested in acquiring Intevac.  These efforts were conducted entirely without the involvement or interference of Seagate, or to Seagate’s knowledge (other
 than Intevac’s public statements that it had retained an investment bank to explore strategic alternatives).  Far from “directing or causing the direction” of Intevac’s exploration of strategic alternatives, Seagate had no involvement in this
 process, nor did Seagate have any contractual or other right, or practical ability, to direct these proceedings in any way.  Intevac’s Board and its Strategic Committee, which manage Intevac and supervised its strategic process, are completely
 independent of, and wholly unrelated to, the Filing Persons and their affiliates.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 4

 Seagate is not Intevac’s only customer, and the Equipment and Supply Agreement is not Intevac’s only commercial agreement.  The Filing Persons acknowledge the materiality of the Equipment and Supply Agreement to Intevac,
 but Intevac also maintains commercial relationships with other customers, including with direct competitors of Seagate.  According to Intevac’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, in addition to hard disk drive
 manufacturers, such as Seagate and Western Digital Corporation, Intevac’s customers also include magnetic disk manufacturers, such as Showa Denko.  Although Seagate accounted for over 90% of Intevac’s consolidated net revenues in 2023 and 2024, that
 statistic does not reflect Intevac’s robust pursuit of its own independent commercial interests, including efforts by Intevac’s management to expand its product offerings and diversify its customer base.  Notably, in December 2022, Intevac entered
 into a joint development agreement with Corning Inc. for the development of “TRIO” equipment for consumer devices.  Throughout 2023, Intevac made substantial expenditures to develop and qualify this technology, and according to Intevac’s Annual
 Report on Form 10-K for the fiscal year ended December 30, 2023, Intevac expected “to continue to develop additional customer relationships for TRIO for other glass coating applications, such as in the automotive sector and advanced packaging
 market.”  None of this development effort was focused on, or of any benefit to, Seagate.  Intevac continued to invest in developing its TRIO technology for nearly two years, until November 2024, when Intevac determined to no longer pursue the
 development of TRIO.  These extensive development efforts underscore the independence of Intevac’s business from that of Seagate, and demonstrate that Intevac was not under the control of Seagate.

 The Filing Persons acknowledge the attention of Intevac’s Board to Intevac’s commercial relationship with Seagate and that Intevac’s Board considered the future of this commercial relationship in its decision-making, as
 described in the Intevac Schedule 14D-9 and as noted by the Staff in its Comment.  It is natural that Intevac’s Board would consider the potential response of its most significant customer in deliberations with respect to a potential strategic
 transaction with that customer.  These considerations, however, were merely one factor among many considered by Intevac’s Board in its deliberations and do not rise to the level of being able to “ direct or cause the direction of the management or policies” (emphasis added) of Intevac by the Filing Persons.  Intevac’s Board was at liberty to consider whatever factors it deemed relevant in its deliberations with
 respect to the transactions described in the Offer to Purchase, or indeed to reject the possibility of any transaction or, had a better deal been available, to accept a superior proposal from another bidder.

 The Filing Persons respectfully advise the Staff that, based on the totality of the particular facts and circumstances of the Offer and the Merger, the Filing Persons are not affiliates of Intevac for purposes of Rule
 13e-3.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 5

 The Transactions Do Not Raise the Concerns that Rule 13e-3 was Intended to Address

 As described in the Interpretive Release, Rule 13e-3 was adopted to protect unaffiliated security holders from the potential for abuse or coercion by an issuer or its affiliates that may be present in a going-private
 transaction.  The opportunity for abuse would be due, in part, to a lack of arm’s-length bargaining and an inability of unaffiliated security holders to influence corporate decisions to enter into such transactions.  However, in the case of the Offer
 and the Merger, the opportunity for abuse that Rule 13e-3 was designed to address is not present.

 The Merger Agreement was the result of arm’s-length negotiations between Intevac, led by its Board, and the Filing Persons.  The sale process undertaken by Intevac, under the direction and supervision of Intevac’s Board
 and its committee, was entirely independent of Seagate.  In June 2023, Intevac directed its financial advisor, Houlihan Lokey Capital, Inc. (“ Houlihan Lokey ”), to contact 51 third parties regarding their
 potential interest in considering a transaction with Intevac.  That resulted in Intevac entering into confidentiality agreements with 10 potential acquirers.  Seagate elected not to participate in this process and did not attempt to interfere,
 influence or stop this process in any way.  As noted in the Intevac Schedule 14D-9, none of these parties elected to proceed with a potential transaction.  Notably, however, Intevac’s attempts to explore strategic alternatives occurred over a year
 before Seagate first mentioned the idea of a potential acquisition of Intevac.  Even after Seagate and Intevac began preliminary discussions around a potential transaction, Intevac directed Houlihan Lokey to approach 12 third parties other than
 Seagate regarding their potential interest in a transaction with Seagate.  While such efforts were ultimately fruitless, they demonstrate Intevac’s independence from Seagate.

 After the confidentiality agreement was executed between Intevac and Seagate, the parties engaged in rigorous negotiations on arm’s-length terms, as discussed in detail in the Intevac Schedule 14D-9.  The Interpretive
 Release states that “[t]ransactions between the issuer and a non-affiliate are ordinarily the product of arm’s-length negotiations and therefore do not involve the potential for abuse and overreaching associated
 with the types of transactions indeed to be covered by [Rule 13e-3] ” (emphasis added).   Given the thorough, arm’s-length process that was followed by Intevac and its Board, there was no practical
 opportunity for the Filing Persons to abuse, overreach or take advantage of Intevac’s stockholders.  Accordingly, Intevac stockholders do not need the additional protections of Rule 13e-3 in this transaction due to the foregoing and the fact that the
 Offer to Purchase, the Intevac Schedule 14D-9 and other disclosure documents provide detailed disclosures about the relationships between the Filing Persons and Intevac as well as the background of the transaction.  Moreover, Intevac and its Board
 were advised by a nationally recognized financial advisor and outside legal counsel, further ensuring protections from any potential abuse or overreach.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 6

 In order for the Offer and the Merger to proceed, stockholders of Intevac holding a majority of the outstanding shares of Intevac must tender their shares into the Offer.  As the Staff has indicated in the Interpretive
 Release, the existence of a vote in and of itself is not dispositive, because affiliates of the issuer engaged in the transaction may already hold the requisite vote for a