8-KOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Dec 22, 2016)

Filed December 22, 2016For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on December 21, 2016, primarily to provide updated financial information related to its acquisition of SanDisk Corporation and its previously issued senior unsecured notes. The company is preparing to file a Registration Statement on Form S-4 to offer an exchange of its existing $3.35 billion senior unsecured notes due 2024 for new registered exchange notes. This filing includes condensed consolidating financial information for guarantor and non-guarantor subsidiaries, as well as unaudited pro forma combined statements of income reflecting the SanDisk acquisition for the fiscal year ended July 1, 2016. Investors should note that this report supplements, rather than replaces, previously filed financial statements. The key purpose is to satisfy SEC disclosure requirements for the planned exchange offer of the senior notes and to offer a pro forma view of the combined entity's performance post-SanDisk acquisition. The company emphasizes that this 8-K should be read in conjunction with its prior filings, specifically the Form 10-K for fiscal year 2016 and the Form 10-Q for the quarter ended September 30, 2016.

Key Highlights

  • 1Western Digital is preparing an exchange offer for its $3.35 billion senior unsecured notes due 2024, seeking to register these notes under the Securities Act via a Form S-4 filing.
  • 2The 8-K provides updated condensed consolidating financial information for guarantor and non-guarantor subsidiaries related to these senior notes.
  • 3An unaudited pro forma condensed combined statement of income for fiscal year 2016, reflecting the impact of the SanDisk acquisition, is included.
  • 4The filing supplements previously filed financial statements from the 2016 10-K and the Q3 2017 10-Q, adding specific notes (Note 20 and Note 16, respectively) regarding subsidiary financial information.
  • 5This report requires careful consideration alongside WDC's prior SEC filings as it provides supplementary, not standalone, financial data.
  • 6The primary objective is to fulfill regulatory requirements for the note exchange offer and to present a pro forma view of the company post-SanDisk integration.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide updated financial information necessary for Western Digital's planned exchange offer of its $3.35 billion senior unsecured notes due 2024. It includes condensed consolidating financial statements for its subsidiaries and unaudited pro forma combined financial statements reflecting the impact of the SanDisk acquisition.

This filing adds updated condensed consolidating financial information for Western Digital's guarantor and non-guarantor subsidiaries (as Note 20 to the 2016 10-K and Note 16 to the Q3 2017 10-Q) and an unaudited pro forma condensed combined statement of income for the fiscal year ended July 1, 2016, showing the effects of the SanDisk acquisition.

No, this filing supplements previous reports. The information provided here should be read in conjunction with Western Digital's Annual Report on Form 10-K for the fiscal year ended July 1, 2016, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. Information not affected by this report remains as previously disclosed.

Western Digital issued $3.35 billion in senior unsecured notes in April 2016. This filing is a step towards offering an exchange for these notes with new, registered notes. This exchange aims to make the notes freely tradable by registering them with the SEC, which is often a requirement for investors or a condition for certain transactions.