Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or
the “company”) today announced that it is commencing a cash tender
offer (the “Tender Offer”) with respect to any and all of its
outstanding 10.500% senior unsecured notes due 2024 (the
“Notes”).
The price offered in the Tender Offer for the Notes and other
information relating to the Tender Offer and the Consent
Solicitation (as defined below) are set forth in the table
below.
CUSIP Nos.
OutstandingPrincipalAmount
Title ofSecurity
Per $1,000 Principal Amount
Tender
OfferConsideration(1)
Early
TenderPremium(2)
TotalConsideration(1)(2)
958102 AK1 andU9547K
AB9(unregistered) &958102 AL9(registered)
$3,350,000,000
10.500%SeniorUnsecuredNotes due2024
$ 1,137.25 $30 $1,167.25
(1) Excludes accrued and unpaid interest, which will be paid in
addition to the Tender Offer Consideration or the Total
Consideration, as applicable.
(2) No separate consent payment or fee is being paid to holders
in the Consent Solicitation.
In conjunction with the Tender Offer, Western Digital is
soliciting consents (“Consents”) from holders of the Notes to
certain proposed amendments (the “Proposed Amendments”) to the
indenture (the “Indenture”) governing the Notes (the “Consent
Solicitation”). The Proposed Amendments would amend the Indenture
to eliminate most of the covenants and certain default provisions
applicable to the Notes. In addition, Western Digital intends to
issue a conditional notice of redemption with respect to the Notes
and prior to the redemption date, Western Digital may elect to
satisfy and discharge its obligations under the Notes and the
Indenture in accordance with the satisfaction and discharge
provisions of the Indenture.
Delivery of Consents to the Proposed Amendments by holders of at
least a majority of the aggregate principal amount of the
outstanding Notes (excluding Notes owned by Western Digital or any
of its affiliates) is required for the adoption of the Proposed
Amendments.
Each holder who validly tenders and does not withdraw its Notes
and validly delivers and does not revoke its corresponding Consents
prior to 5:00 p.m., New York City time, on Feb. 9, 2018 (as may be
extended or earlier terminated, the “Early Tender Time”) will
receive, if such Notes are accepted for purchase pursuant to the
Tender Offer and the Consent Solicitation, the total consideration
of $1,167.25 per $1,000 principal amount of Notes tendered, which
includes the tender offer consideration of $1,137.25 and an early
tender premium of $30. Holders who validly tender and do not
withdraw their Notes and validly deliver and do not revoke their
corresponding Consents after the Early Tender Time but prior to the
Expiration Time will receive only the tender offer consideration of
$1,137.25 per $1,000 principal amount of Notes tendered and will
not be entitled to receive an early tender premium if such Notes
are accepted for purchase pursuant to the Tender Offer and the
Consent Solicitation. In addition, accrued and unpaid interest up
to, but not including, the applicable settlement date of the Notes
will be paid in cash on all validly tendered and accepted
Notes.
The company expects that it will accept for purchase and pay for
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Time on Feb. 13, 2018, and that it will accept for
purchase and pay for Notes validly tendered (and not validly
withdrawn) subsequent to the Early Tender Time but prior to the
Expiration Time on Feb. 27, 2018.
The Tender Offer and the Consent Solicitation are scheduled to
expire at 11:59 p.m., New York City time, on Feb. 26, 2018, (as the
same may be extended, the “Expiration Time”). Tendered Notes may be
withdrawn at any time prior to 5:00 p.m. New York City time, on
Feb. 9, 2018 (unless such deadline is extended) but not thereafter,
except to the extent that the company is required by law to provide
additional withdrawal rights.
Subject to the terms and conditions described below, payment of
the tender offer consideration and an early tender premium to
holders who tendered Notes prior to the Early Tender Time may occur
after the Early Tender Time and prior to the Expiration Time (the
“Initial Settlement Date”). Payment of the tender offer
consideration to holders who tendered notes prior to the Expiration
Time but after the Early Tender Time will occur promptly after the
Expiration Time (the “Final Settlement Date”).
The consummation of the Tender Offer and the Consent
Solicitation is conditioned upon, among other things, (i) our
receipt of aggregate proceeds (before underwriting discounts and
other offering expenses) from concurrent notes offerings, on or
prior to the Initial Settlement Date or the Final Settlement Date,
as the case may be on terms satisfactory to us, of at least $2.3
billion, and (ii) with respect to the Consent Solicitation, the
execution, delivery and effectiveness of the supplement to the
Indenture, which will implement the Proposed Amendments. If any of
the conditions is not satisfied, Western Digital may terminate the
Tender Offer and the Consent Solicitation and return tendered
Notes. Western Digital has the right to waive any of the foregoing
conditions with respect to the Notes in whole or in part. In
addition, Western Digital has the right, in its sole discretion, to
terminate the Tender Offer and the Consent Solicitation at any
time, subject to applicable law.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The complete terms
and conditions of the Tender Offer and the Consent Solicitation are
set forth in an Offer to Purchase and Consent Solicitation
Statement, dated Jan. 29, 2018, and the related Letter of
Transmittal (the “Tender Offer Documents”) that are being sent to
holders of the Notes. The Tender Offer and the Consent Solicitation
are being made only through, and subject to the terms and
conditions set forth in, the Tender Offer Documents and related
materials.
Merrill Lynch, Pierce, Fenner & Smith Incorporated will act
as Dealer Manager for the Tender Offer and as Solicitation Agent
for the Consent Solicitation. Questions regarding the Tender Offer
and the Consent Solicitation may be directed to Merrill Lynch,
Pierce, Fenner & Smith Incorporated at (888) 292-0070
(toll-free) or at (980) 388-3636 (collect).
Global Bondholder Services Corporation will act as Depositary
and Information Agent for the Tender Offer and Consent
Solicitation. Requests for the Tender Offer Documents may be
directed to Global Bondholder Services Corporation at (212)
430-3774 (for brokers and banks) or (866) 470-3700 (for all
others).
None of Western Digital, its board of directors, the trustee for
the Notes, the Information Agent, the Dealer Manager and the
Solicitation Agent or any of their respective affiliates makes any
recommendation as to whether holders should tender, or refrain from
tendering, all or any portion of the principal amount of their
Notes pursuant to the Tender Offer or deliver, or refrain from
delivering, any consent to the Proposed Amendments pursuant to the
Consent Solicitation.
About Western Digital
Western Digital creates environments for data to thrive. The
company is driving the innovation needed to help customers capture,
preserve, access and transform an ever-increasing diversity of
data. Everywhere data lives, from advanced data centers to mobile
sensors to personal devices, our industry-leading solutions deliver
the possibilities of data. Western Digital data-centric solutions
are marketed under the G-Technology™, HGST, SanDisk®, Tegile™,
Upthere™ and WD® brands.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements concerning a proposed tender off for the
notes. These forward-looking statements are based on management’s
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements, including:
volatility in global economic conditions; uncertainties with
respect to the company’s business ventures with Toshiba; business
conditions and growth in the storage ecosystem; impact of
competitive products and pricing; market acceptance 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; risks associated with
acquisitions, mergers and joint ventures; difficulties or delays in
manufacturing; impacts of new tax legislation; and other risks and
uncertainties listed in the company's filings with the SEC,
including the company’s Form 10-Q filed with the SEC on Nov. 7,
2017, to which your attention is directed. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date hereof, and the company undertakes no
obligation to update these forward-looking statements to reflect
new events or events.
###
Western Digital, the Western Digital logo, G-Technology, HGST,
SanDisk, Tegile, Upthere and WD are registered trademarks or
trademarks of Western Digital Corporation or its affiliates in the
U.S. and/or other countries.
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version on businesswire.com: http://www.businesswire.com/news/home/20180129006208/en/
Western Digital CorporationInvestor Contact:Bob
Blair949.672.7834robert.blair@wdc.comorMedia Contact:Jim
Pascoe408.717.6999jim.pascoe@wdc.com
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