8-KOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Mar 18, 2016)

Filed March 18, 2016For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on March 18, 2016, to announce a significant financing event. The company proposed an offering of $1.5 billion in senior secured notes and $4.1 billion in senior unsecured notes. This substantial debt issuance is directly related to the company's proposed merger with SanDisk Corporation, which was previously announced and is undergoing regulatory review and shareholder approvals. The filing emphasizes the forward-looking nature of these announcements, highlighting that actual results may differ materially due to various risks and uncertainties inherent in both the financing activities and the proposed merger. Investors are urged to review the detailed filings, including the registration statement and proxy materials, for comprehensive information regarding the merger, its potential impacts, and associated risks.

Key Highlights

  • 1Western Digital announced a proposed offering of $1.5 billion in senior secured notes.
  • 2The company also proposed an offering of $4.1 billion in senior unsecured notes.
  • 3The debt offerings are directly linked to the financing of the proposed merger with SanDisk Corporation.
  • 4The filing includes extensive forward-looking statements and disclaimers regarding potential risks and uncertainties.
  • 5Investors are directed to review the Form S-4 registration statement and joint proxy statement/prospectus for detailed merger information.
  • 6The 8-K was filed on March 18, 2016, with the earliest event date reported as March 18, 2016.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Western Digital's proposed offering of $1.5 billion in senior secured notes and $4.1 billion in senior unsecured notes, which are intended to help finance the previously announced merger with SanDisk Corporation.

The filing highlights numerous risks and uncertainties, including potential adverse reactions to the merger announcement, uncertainties regarding the timing and satisfaction of closing conditions, competitive responses, difficulties in integrating SanDisk's business, potential inability to achieve expected cost savings and synergies, unexpected costs, litigation, and inability to retain key personnel, as well as general economic and industry-specific conditions.

Investors are urged to read the definitive joint proxy statement/prospectus filed with the SEC on February 5, 2016, and the registration statement on Form S-4 (as amended) filed on December 11, 2015. These documents, along with other filings, contain important information about the proposed merger and are available on the SEC's website and Western Digital's investor relations website.

Western Digital is proposing to issue a total of $5.6 billion in debt, comprised of $1.5 billion in senior secured notes and $4.1 billion in senior unsecured notes.