IRVINE, Calif., March 30, 2016 /PRNewswire/ -- Western
Digital® Corporation (NASDAQ: WDC) ("Western Digital" or
the "Company") today announced that it has priced its offerings of
$1.875 billion aggregate principal
amount of senior secured notes due 2023 (the "Secured Notes") and
$3.35 billion aggregate principal
amount of senior unsecured notes due 2024 (together with the
Secured Notes, the "Notes") to qualified institutional buyers in
the United States pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"), and to certain non-United
States persons in transactions outside the United States pursuant to Regulation S
under the Securities Act.
The Secured Notes will bear interest at a rate of 7.375% per
annum and the Unsecured Notes will bear interest at a rate of
10.500% per annum. The sale of the Notes is expected to be
completed on April 13, 2016, subject
to customary closing conditions.
Western Digital intends to use the proceeds from the offerings,
together with the proceeds from other financing transactions, to
finance the previously announced proposed merger with SanDisk
Corporation ("SanDisk"), refinance indebtedness of Western Digital
and SanDisk and pay related fees and expenses. The Notes will be
issued by Western Digital, and guaranteed, jointly and severally on
a senior basis, by certain of Western Digital's
subsidiaries.
The Notes and related guarantees have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United States or to, or for the benefit
of, U.S. persons absent registration under, or an applicable
exemption from, the registration requirements of the Securities
Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other security and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which, or to any persons to whom, such an offer,
solicitation or sale would be unlawful. Any offers of the Notes
will be made only by means of a private offering memorandum.
About Western Digital
Western Digital Corporation (NASDAQ: WDC) is an industry-leading
developer and manufacturer of storage solutions that enable people
to create, leverage, experience and preserve data. The company
addresses ever-changing market needs by providing a full portfolio
of compelling, high-quality storage solutions with effective
technology deployment, high efficiency, flexibility and speed. Our
products are marketed under the HGST and WD brands to OEMs,
distributors, resellers, cloud infrastructure providers and
consumers.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking
statements include, but are not limited to, statements regarding
Western Digital's proposed merger with SanDisk (including financing
of the proposed transaction and the benefits, results, effects and
timing of a transaction), all statements regarding Western
Digital's (and Western Digital's and SanDisk's combined) expected
future financial position, results of operations, cash flows,
dividends, financing plans, business strategy, budgets, capital
expenditures, competitive positions, growth opportunities, plans
and objectives of management, and statements containing the use of
forward-looking words, such as "may," "will," "could," "would,"
"should," "project," "believe," "anticipate," "expect," "estimate,"
"continue," "potential," "plan," "forecast," "approximate,"
"intend," "upside," and the like, or the use of future tense.
Statements contained herein concerning the business outlook or
future economic performance, anticipated profitability, revenues,
expenses, dividends or other financial items, and product or
services line growth of Western Digital (and the combined
businesses of Western Digital and SanDisk), together with other
statements that are not historical facts, are forward-looking
statements that are estimates reflecting the best judgment of
Western Digital based upon currently available information.
Statements concerning current conditions may also be
forward-looking if they imply a continuation of current
conditions.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from Western Digital's
expectations as a result of a variety of factors, including,
without limitation, those discussed below. These forward-looking
statements are based upon management's current expectations and
include known and unknown risks, uncertainties and other factors,
many of which Western Digital is unable to predict or control, that
may cause actual results, performance or plans to differ materially
from those expressed or implied by such forward-looking statements,
including: volatility in global economic conditions; business
conditions and growth in the storage ecosystem; pricing trends and
fluctuations in average selling prices; the availability and cost
of commodity materials and specialized product components; actions
by competitors; unexpected advances in competing technologies; the
development and introduction of products based on new technologies
and expansion into new data storage markets; and other risks and
uncertainties listed in the Company's filings with the Securities
and Exchange Commission (the "SEC"), including Western Digital's
most recent Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date hereof, and Western Digital undertakes no obligation to
update these forward-looking statements to reflect new information
or events.
Risks and uncertainties related to the proposed merger include,
but are not limited to, potential adverse reactions or changes to
business relationships resulting from the announcement, pendency or
completion of the merger, uncertainties as to the timing of the
merger, the possibility that the closing conditions to the proposed
merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary approval, adverse effects on Western Digital's stock
price resulting from the announcement or completion of the merger,
competitive responses to the announcement or completion of the
merger, costs and difficulties related to the integration of
SanDisk's businesses and operations with Western Digital's
businesses and operations, the inability to obtain, or delays in
obtaining, cost savings and synergies from the merger,
uncertainties as to whether the completion of the merger or any
transaction will have the accretive effect on Western Digital's
earnings or cash flows that it expects, unexpected costs,
liabilities, charges or expenses resulting from the merger,
litigation relating to the merger, the inability to retain key
personnel, and any changes in general economic and/or
industry-specific conditions. In addition to the factors set forth
above, other factors that may affect Western Digital's or SanDisk's
plans, results or stock price are set forth in Western Digital's
and SanDisk's respective filings with the SEC, including Western
Digital's and SanDisk's most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
Western Digital's most recent registration statement on Form S-4
referenced below. Many of these factors are beyond Western
Digital's and SanDisk's control. Western Digital and SanDisk
caution investors that any forward-looking statements made by
Western Digital or SanDisk are not guarantees of future
performance. Neither Western Digital nor SanDisk intend, or
undertake any obligation, to publish revised forward-looking
statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated
events.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection with
the proposed merger, Western Digital filed a registration statement
on Form S-4 with the SEC on Dec. 11,
2015, as amended by Amendment No. 1, dated Jan. 27, 2016 and by Amendment No. 2, dated
Feb. 5, 2016, which was declared
effective by the SEC on Feb. 5, 2016,
and Western Digital filed the definitive proxy statement/prospectus
on Feb. 5, 2016. Western Digital and
SanDisk began to mail the definitive joint proxy
statement/prospectus to their respective shareholders on
Feb. 5, 2016. This material is not a
substitute for the joint proxy statement/prospectus or registration
statement or for any other document that Western Digital or SanDisk
may file with the SEC and send to Western Digital's and/or
SanDisk's shareholders in connection with the proposed merger.
INVESTORS AND SECURITY HOLDERS OF WESTERN DIGITAL AND SANDISK ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
security holders will be able to obtain copies of the joint proxy
statement/prospectus as well as other filings containing
information about Western Digital and SanDisk, without charge, at
the SEC's website, http://www.sec.gov.
Photo - http://photos.prnewswire.com/prnh/20000711/WDCLOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/western-digital-announces-pricing-of-1875-billion-of-senior-secured-notes-and-335-billion-of-senior-unsecured-notes-300243788.html
SOURCE Western Digital Corp.