8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

WESTERN DIGITAL CORP 8-K Report, Material Agreement (Feb 24, 2025)

Filed February 24, 2025For Securities:WDC

Summary

Western Digital Corporation (WDC) has officially completed the spin-off of its flash business, now operating as Sandisk Corporation (SNDK), as of February 21, 2025. This significant corporate action separates the flash memory operations from the company's traditional hard disk drive (HDD) business. Following the spin-off, Sandisk is now an independent publicly traded entity, with its common stock commencing trading on the Nasdaq under the symbol "SNDK" on February 24, 2025. Western Digital will retain a 19.9% ownership stake in Sandisk, and Sandisk will no longer be consolidated into WDC's financial statements. The company also entered into a series of definitive separation agreements with Sandisk to govern their relationship post-spin-off. These agreements cover critical aspects such as asset and employee allocation, tax matters, intellectual property licensing, and transitional services. Additionally, WDC amended its credit facility to permit the spin-off and facilitate the release of guarantees and liens related to the Sandisk entities. Notably, Sandisk paid a dividend of approximately $1.5 billion to WDC prior to the spin-off, which will impact WDC's cash position.

Key Highlights

  • 1Completion of the spin-off of the flash business into a separate entity, Sandisk Corporation (SNDK).
  • 2Sandisk Corporation (SNDK) commenced trading on the Nasdaq on February 24, 2025.
  • 3Western Digital Corporation (WDC) retains a 19.9% ownership stake in Sandisk.
  • 4Numerous separation agreements have been finalized with Sandisk, defining post-spin-off operational, financial, and legal relationships.
  • 5Sandisk paid a dividend of approximately $1.5 billion to WDC prior to the spin-off.
  • 6WDC amended its credit facility to accommodate the spin-off and release associated guarantees and liens.
  • 7Sandisk will no longer be consolidated into WDC's financial results.

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