Summary
This Current Report (8-K) filed by Western Digital Corporation (WDC) on June 13, 2016, primarily details the settlement of SanDisk Corporation's convertible senior notes following Western Digital's acquisition of SanDisk. The company announced the conversion of SanDisk's 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020, and the final results of SanDisk's tender offer for these notes. Western Digital will issue shares to settle these conversions under an exemption from registration under the Securities Act of 1933.
Key Highlights
- 1Western Digital (WDC) is reporting on the conversion and settlement of SanDisk's convertible senior notes.
- 2The 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020 issued by SanDisk are being settled.
- 3WDC will issue shares of its common stock to holders of the SanDisk notes who have elected to convert.
- 4The issuance of shares for note conversions is being done under Section 3(a)(9) of the Securities Act of 1933, indicating an exemption from standard registration requirements.
- 5The filing incorporates by reference a press release dated June 13, 2016, which provides further details on these events.
- 6This action is a consequence of Western Digital's acquisition of SanDisk.
Frequently Asked Questions
The main event is the settlement of SanDisk Corporation's convertible senior notes following Western Digital's acquisition of SanDisk. This involves the conversion of these notes into Western Digital stock and the final results of SanDisk's tender offer for those notes.
The convertible senior notes are structured to be convertible into the issuer's stock. Western Digital, as the successor entity after acquiring SanDisk, is fulfilling the conversion obligations by issuing its own shares.
This section of the Securities Act provides an exemption from registration requirements for securities exchanged by an issuer with its existing security holders. In this case, Western Digital is exchanging its shares for the SanDisk convertible notes, and this exemption allows them to do so without a full registration process, provided certain conditions are met.
Holders of SanDisk's 1.5% Convertible Senior Notes due 2017 and 0.5% Convertible Senior Notes due 2020 are directly affected, as their notes are being converted into Western Digital stock. Investors in Western Digital might also be interested due to potential share dilution and the integration of SanDisk's business.