SAN JOSE, Calif.--(BUSINESS WIRE)--
Western Digital Corporation (NASDAQ: WDC) ("Western Digital" or the
"company") announced today the early results of the previously announced
cash tender offer (the "Tender Offer") and consent solicitation (the
"Consent Solicitation") with respect to any and all of its outstanding
10.500% Senior Notes due 2024 (the "Notes").
As of 5:00 p.m., New York City time, on Feb. 9, 2018 (the "Early Tender
Deadline"), according to Global Bondholder Services Corporation, the
depositary and information agent in connection with the Tender Offer and
the Consent Solicitation, tenders and the related consents were received
from holders of Notes and not validly withdrawn as outlined in the
Title of Security
10.500% Senior Unsecured Notes due 2024
958102 AK1 and U9547K AB9 (unregistered) & 958102 AL9 (registered)
Accordingly, Western Digital has received consents sufficient to approve
the previously announced proposed amendments to the indenture governing
the Notes (the "Indenture"). Western Digital and the trustee for the
Notes have entered into a supplemental indenture containing the proposed
amendments to the Indenture. However, such amendments will not become
operative until the settlement date following the Early Tender Deadline,
which is expected to occur on or about Feb. 13, 2018 (the "Initial
Settlement Date"), and until Western Digital accepts the Notes validly
tendered and not withdrawn on or prior to the Early Tender Deadline.
The Tender Offer will expire at 11:59 p.m., New York City time, on Feb.
26, 2018, unless extended by the company (the "Expiration Date").
Payment for Notes tendered prior to the Early Tender Deadline is
expected to occur on the Initial Settlement Date. Payment for Notes
validly tendered after the Early Tender Date and accepted for purchase
will be made promptly after the Expiration Date, and is expected to
occur on the next business day after the Expiration Date (the "Final
Settlement Date"). The Initial Settlement Date and the Final Settlement
Date are each referred to as a "Settlement Date."
Subject to the terms and conditions of the Tender Offer, holders of
Notes who validly tendered and did not withdraw their Notes on or prior
to the Early Tender Deadline will be entitled to receive $1,167.25 per
$1,000 principal amount of Notes tendered. Holders of Notes who validly
tender their Notes after the Early Tender Deadline and on or prior to
the Expiration Date will be entitled to receive $1,137.25 per $1,000
principal amount of Notes tendered, subject to the terms and conditions
of the Tender Offer.
In addition, holders will also receive on the applicable Settlement Date
accrued and unpaid interest on all of their Notes accepted for purchase
from the last interest payment date on such Notes up to, but excluding,
such Settlement Date. The last interest payment date was Oct. 1, 2017.
The Tender Offer is conditioned upon the completion of Western Digital's
previously announced concurrent notes offering and receipt of aggregate
proceeds from such offering of at least $2.3 billion, as well as certain
other customary conditions, but is not conditioned on the tender of any
minimum principal amount of the Notes. The company expressly reserves
the right in its sole discretion, subject to applicable law, at any time
and from time to time, to (1) waive any and all conditions to the Tender
Offer prior to the Expiration Date and accept all Notes previously
tendered and not validly withdrawn pursuant to the Tender Offer, and (2)
amend, extend or terminate the Tender Offer or Consent Solicitation,
subject to certain conditions.
BofA Merrill Lynch and J.P. Morgan are acting as Dealer Managers for the
Tender Offer and Solicitation Agents for the Consent Solicitation.
Questions regarding the Tender Offer and Consent Solicitation may be
directed to BofA Merrill Lynch at 1-888-292-0070 (toll-free) or at (980)
388-3636 (collect). Global Bondholder Services Corporation is acting as
Depositary and Information Agent for the Tender Offer and the Consent
Solicitation. Requests for documents may be directed to Global
Bondholder Services Corporation at 1-212-430-3774 (for banks and
brokers) or 1-866-470-3700 (for all others).
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The complete terms and
conditions of the Tender Offer and the Consent Solicitation are set
forth in an Offer to Purchase and Consent Solicitation Statement, dated
Jan. 29, 2018, and the related Consent and Letter of Transmittal
(collectively, the "Tender Offer Documents") that are being sent to
holders of the Notes. The Tender Offer and the Consent Solicitation are
being made only through, and subject to the terms and conditions set
forth in, the Tender Offer Documents and related materials.
About Western Digital
Western Digital creates environments for data to thrive. The company is
driving the innovation needed to help customers capture, preserve,
access and transform an ever-increasing diversity of data. Everywhere
data lives, from advanced data centers to mobile sensors to personal
devices, our industry-leading solutions deliver the possibilities of
data. Western Digital® data-centric solutions are marketed
under the G-Technology™, HGST, SanDisk®, Tegile™, Upthere™
and WD® brands. Financial and investor information is
available on the company's Investor Relations website.
This press release contains forward-looking statements, including
statements concerning the tender offer. These forward-looking statements
are based on management's current expectations and are subject to risks
and uncertainties that could cause actual results to differ materially
from those expressed or implied in the forward-looking statements,
including: volatility in global economic conditions; uncertainties with
respect to the company's business ventures with Toshiba; business
conditions and growth in the storage ecosystem; impact of competitive
products and pricing; market acceptance and cost of commodity materials
and specialized product components; actions by competitors; unexpected
advances in competing technologies; the development and introduction of
products based on new technologies and expansion into new data storage
markets; risks associated with acquisitions, mergers and joint ventures;
difficulties or delays in manufacturing; impacts of new tax legislation;
and other risks and uncertainties listed in the company's filings with
the SEC, including the company's Form 10-Q filed with the SEC on Feb. 6,
2018, to which your attention is directed. You should not place undue
reliance on these forward-looking statements, which speak only as of the
date hereof, and the company undertakes no obligation to update these
forward-looking statements to reflect new events.
Western Digital, the Western Digital logo, G-Technology, HGST, SanDisk,
Tegile, Upthere and WD are registered trademarks or trademarks of
Western Digital Corporation or its affiliates in the U.S. and/or other
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Western Digital Corp.
Jim Pascoe, 408.717.6999
Bob Blair, 949.672.7834
Source: Western Digital Corporation
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