8-KLeadership ChangesOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 13, 2014)

Filed November 13, 2014For Securities:WDC

Summary

This 8-K filing from Western Digital Corporation (WDC) on November 13, 2014, primarily reports on two key events: the resignation of a board member and a significant secondary public offering of company stock by Hitachi, Ltd. Masahiro Yamamura resigned from the Board of Directors, a move stipulated by an investor rights agreement tied to Hitachi's prior acquisition of Viviti Technologies (formerly Hitachi Global Storage Technologies). This resignation was not due to any disagreement but rather because Hitachi's ownership stake fell below a certain threshold following a recent stock sale. The more substantial event for investors is the secondary offering where Hitachi sold a large block of WDC common stock. Specifically, Hitachi sold 5,434,783 "Firm Shares" and an additional 815,217 "Additional Shares" (exercising an option), totaling 6,250,000 shares. This offering was conducted under WDC's existing registration statement, with WDC incurring certain related expenses but receiving no proceeds directly from the sale. The transaction effectively reduces Hitachi's stake in WDC to approximately 2.7% of outstanding shares.

Key Highlights

  • 1Masahiro Yamamura resigned from WDC's Board of Directors, effective immediately.
  • 2Yamamura's resignation was a consequence of Hitachi, Ltd. no longer holding at least 50% of the shares it received in the 2012 acquisition of Viviti Technologies.
  • 3Hitachi, Ltd. conducted a secondary public offering of Western Digital Corporation common stock.
  • 4Hitachi sold a total of 6,250,000 shares of WDC common stock in the offering.
  • 5The offering was made through an underwriting agreement with several financial institutions, led by Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and RBC Capital Markets, LLC.
  • 6Western Digital Corporation did not receive any proceeds from the sale of shares by Hitachi but agreed to pay certain expenses associated with the offering.
  • 7Following the sale, Hitachi's ownership in WDC was reduced to approximately 2.7% of the company's outstanding common stock.

Frequently Asked Questions

Masahiro Yamamura resigned as a director because Hitachi, Ltd., which had designated him under an investor rights agreement, no longer owned at least 50% of the shares it received as consideration in the 2012 acquisition of Viviti Technologies. This threshold was crossed following Hitachi's sale of a significant portion of its WDC shares.

The secondary public offering involved Hitachi, Ltd. selling a large block of its existing Western Digital Corporation common stock to the public. This was not an offering of new shares by WDC itself.

Hitachi sold a total of 6,250,000 shares of WDC common stock. The sale of these existing shares by Hitachi did not change the total number of outstanding shares of Western Digital Corporation.

No, Western Digital Corporation did not receive any proceeds from the sale of shares by Hitachi. However, WDC did agree to pay certain expenses associated with the offering.