8-KRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Oct 30, 2023)

Filed October 30, 2023For Securities:WDC

Summary

Western Digital Corporation (WDC) announced a proposed offering of $1.3 billion in convertible senior notes due 2028. This offering is subject to market conditions and aims to bolster the company's financial structure. Alongside this, WDC plans to repurchase a portion of its existing 1.50% convertible senior notes due 2024, with terms to be individually negotiated with holders. This dual action suggests a strategic move to manage its debt profile, potentially extending maturity and altering its capital structure. The company is also entering into capped call transactions to mitigate potential dilution to its common stock resulting from the conversion of the new notes. These transactions are designed to offset any cash payments beyond the principal amount upon conversion. Investors should note that the offering and repurchases are subject to market conditions and negotiations, and the exact outcomes are not guaranteed. The filing also reiterates forward-looking statements and associated risks, including the ongoing process of spinning off its flash-based product segment.

Key Highlights

  • 1Proposed offering of $1.3 billion in convertible senior notes due 2028.
  • 2Contemporaneous repurchase of a portion of existing 1.50% convertible senior notes due 2024.
  • 3Guarantees for the new notes will be provided by WDC's wholly owned subsidiaries that guarantee its 4.75% senior unsecured notes due 2026.
  • 4Entry into capped call transactions to mitigate potential dilution from the new convertible notes.
  • 5The offering and note repurchases are subject to market and other conditions, with terms to be individually negotiated.
  • 6Information is provided under Regulation FD Disclosure and is not deemed 'filed' for Section 18 purposes.

Frequently Asked Questions

The primary purpose of this announcement is to inform investors about a proposed offering of $1.3 billion in convertible senior notes due 2028. Concurrently, the company intends to repurchase a portion of its existing convertible senior notes due 2024. This indicates a strategic move to refinance and manage its outstanding debt.

Western Digital is entering into capped call transactions designed to reduce potential dilution to its common stock upon conversion of the new notes. These transactions aim to offset any cash payments beyond the principal amount if the notes are converted, thereby mitigating the dilutive impact on existing shareholders.

No, the offering of the new notes and the repurchase of the existing notes are subject to market and other conditions. The terms of the note repurchases will be individually negotiated with holders, and there is no assurance as to how much, if any, of the existing notes will be repurchased or on what terms.

Key risks include the dependence on market conditions for the successful completion of the offering and repurchases, the uncertainty of the terms of the note repurchases, and the general risks outlined in WDC's SEC filings. These risks can affect the actual outcomes of the transactions and the company's future performance, including the ongoing spin-off process.