8-KOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Feb 7, 2017)

Filed February 7, 2017For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on February 7, 2017, to announce the results of its registered exchange offer for its outstanding 10.500% Senior Notes due 2024. The exchange offer aimed to convert notes that were not registered under the Securities Act of 1933 into registered notes. This is a routine compliance measure for many public companies to ensure their debt instruments are properly registered and easily transferable in the public market. Investors should note the high participation rate in the exchange offer. A substantial 99.4662% of the initial outstanding notes, amounting to $3,332,119,000 out of $3,350,000,000, were validly tendered for exchange. This indicates strong investor confidence and a smooth completion of the transaction, as Western Digital accepted all validly tendered notes. The primary impact for investors is the increased liquidity and marketability of these senior notes.

Key Highlights

  • 1Western Digital completed a registered exchange offer for its 10.500% Senior Notes due 2024.
  • 2The exchange offer converted unregistered notes into registered notes under the Securities Act of 1933.
  • 3The offer commenced on January 6, 2017, and expired on February 6, 2017.
  • 4A significant 99.4662% of the initial outstanding principal amount was tendered for exchange.
  • 5Approximately $3,332,119,000 of the initial $3,350,000,000 principal amount of notes were exchanged.
  • 6Western Digital accepted all notes that were validly tendered and not withdrawn.
  • 7The filing includes the press release announcing these results as Exhibit 99.1.

Frequently Asked Questions

The purpose of the exchange offer was to allow holders of Western Digital's 10.500% Senior Notes due 2024, which were initially issued without being registered under the Securities Act of 1933, to exchange them for identical notes that have been registered. This makes the notes more readily transferable and marketable in the public securities markets.

The exchange offer was highly successful. Western Digital reported that 99.4662% of the outstanding principal amount of the initial notes, which equates to $3,332,119,000 out of $3,350,000,000, were validly tendered for exchange. The company accepted all tendered notes.

For investors who participated, their original unregistered notes have been exchanged for registered notes. This typically means the notes are now free-trading and can be sold more easily on the secondary market without certain restrictions that apply to unregistered securities.

No, the exchange offer did not change the terms of the senior notes. The registered notes have the same principal amount, interest rate (10.500%), and maturity date (2024) as the original notes. The primary change is the registration status under the Securities Act of 1933.