8-KOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Nov 6, 2013)

Filed November 6, 2013For Securities:WDC

Summary

This Form 8-K filing by Western Digital Corporation (WDC) on November 5, 2013, reports on a significant secondary public offering of the company's common stock by Hitachi, Ltd., the "Selling Stockholder." The offering involved the sale of approximately 12.5 million shares of WDC stock, representing the remaining shares issued to Hitachi in connection with the 2012 acquisition of Viviti Technologies (formerly Hitachi Global Storage Technologies). Investors should note that Western Digital itself did not receive any proceeds from this sale. The transaction primarily represents a divestment by Hitachi, reducing its stake in WDC to approximately 5.3% of outstanding shares. While WDC will cover certain expenses related to the offering, the core event is the sale of existing shares by a major former stakeholder.

Key Highlights

  • 1Hitachi, Ltd. (Selling Stockholder) sold approximately 12.5 million shares of Western Digital common stock via a secondary public offering.
  • 2The shares sold were originally issued to Hitachi in connection with the March 2012 acquisition of Viviti Technologies (Hitachi Global Storage Technologies).
  • 3Western Digital Corporation did not receive any proceeds from this stock sale; it was purely a sale by the existing shareholder.
  • 4The company agreed to pay certain expenses associated with the offering, as outlined in the Underwriting Agreement.
  • 5Following the sale, Hitachi's ownership in Western Digital was reduced to approximately 5.3% of the outstanding common stock.
  • 6The total number of outstanding shares of Western Digital common stock did not change as a result of this transaction.
  • 7The offering was conducted under the company's existing Form S-3 registration statement.

Frequently Asked Questions

No, Western Digital did not issue any new shares. This was a secondary offering where Hitachi, Ltd., a pre-existing shareholder, sold its existing shares of Western Digital common stock to the public.

No, Western Digital did not receive any proceeds from the sale of these shares. All proceeds went directly to the selling stockholder, Hitachi, Ltd.

Western Digital is involved because the shares being sold are its own common stock, and the company is required to file documents related to the offering under SEC regulations. Additionally, as per the Underwriting Agreement, Western Digital agreed to cover certain expenses associated with the sale by the Selling Stockholder.

Hitachi's reduced ownership to approximately 5.3% indicates a significant divestment following their prior role as a major shareholder. This could signal Hitachi's strategic decision to reduce its investment in WDC, or it might be a standard part of the integration and shareholding adjustments post-acquisition.