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Western Digital Announces Closing of Offerings of $2.3 Billion Senior Notes Due 2026 and $1.0 Billion of Convertible Senior Notes Due 2024


 Tags:   News: IT at home                This was published: 13 Feb 2018 - 04:06 pm         Print article: Printer friendly page
          

Western Digital Announces Closing of Offerings of $2.3 Billion Senior Notes Due 2026 and $1.0 Billion of Convertible Senior Notes Due 2024 - on DefenceBriefing.net

Western Digital Corporation (NASDAQ-NMS: WDC) (“Western Digital” or the “company”) today announced that it has closed its previously announced concurrent offerings of $2.3 billion aggregate principal amount of 4.750% senior notes due 2026 (the “2026 notes”) and $1.0 billion aggregate principal amount of 1.50% convertible senior notes due 2024 (the “2024 convertible notes” and, together with the 2026 notes, the “notes”). The notes were issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digital’s subsidiaries.



The net proceeds of the 2026 notes offering were approximately $2.28 billion, after deducting underwriting discounts and commissions and other estimated offering expenses. Western Digital intends to use the net proceeds of the offering of the 2026 notes, together with available cash on hand, to fund its concurrent cash tender (the “tender offer”) to purchase any and all of its currently outstanding 10.500% senior unsecured notes due 2024 (the “2024 unsecured notes”). If Western Digital purchases less than all of the currently outstanding 2024 unsecured notes in the tender offer, the company intends to use the remaining net proceeds of the offering of the 2026 notes to fund the redemption of any 2024 unsecured notes that remain outstanding after the completion of the tender offer, which is scheduled to expire at 11:59 p.m., New York City time, on Feb. 26, 2018. BofA Merrill Lynch and J.P. Morgan acted as lead book-running managers, and Mizuho Securities, RBC Capital Markets, Wells Fargo Securities, Citigroup, HSBC, MUFG, SMBC Nikko, SunTrust Robinson Humphrey and TD Securities acted as book-running managers for the 2026 notes offering. Additionally, BBVA, BNP PARIBAS and Scotiabank acted as co-managers for the 2026 notes offering.

The net proceeds of the 2024 convertible notes offering were approximately $980 million, after deducting the initial purchasers’ discounts and commissions and other estimated offering expenses. The company granted the initial purchasers a 30-day option to purchase up to an additional $100 million aggregate principal amount of 1.50% convertible senior notes due 2024. If the initial purchasers exercise such option in full, the company estimates that it will receive net proceeds from the 2024 convertible notes offering, after deducting the initial purchasers’ discounts and commissions and other estimated offering expenses, of approximately $1.08 billion in the aggregate. Western Digital intends to use the net proceeds of the offering of the 2024 convertible notes, together with the net proceeds from the anticipated new Term Loan A-1 facility, which was previously announced, and available cash on hand, to redeem all of its currently outstanding 7.375% senior secured notes due 2023, including all accrued interest, related premiums, fees and expenses. The 2024 convertible notes will be convertible into cash, shares of Western Digital’s common stock or a combination thereof, at Western Digital’s election, at an initial conversion price of approximately $121.91 per share (which represents a premium of approximately 40% to the $87.08 per share closing price of Western Digital’s common stock on Jan. 30, 2018). The company may redeem all or part of the 2024 convertible notes, at its option, on or after Feb. 5, 2021, if the company’s common stock price has been at least 130% of the conversion price for at least 10 trading days out of a 20-day consecutive trading period.

Starting Jan. 30, 2018, the company repurchased approximately $155 million of its common stock, at a weighted-average purchase price per share equal to $86.87 per share with available cash on hand. Approximately $151 million of the $155 million was used to repurchase common stock in privately negotiated transactions concurrently with the offering of the 2024 convertible notes, at a purchase price per share equal to the $87.08 per share closing price of its common stock on Jan. 30, 2018.

The 2024 convertible notes were offered in a private offering to only qualified institutional investors in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2024 convertible notes, the common stock, if any, deliverable upon conversion of the 2024 convertible notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. They may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.

The 2026 notes were issued pursuant to an effective registration statement (including a prospectus) (File No. 333-222762) filed with the Securities and Exchange Commission (the “SEC”). A final prospectus for the 2026 notes offering has also been filed with the SEC. Before you invest, you should read the prospectus in the registration statement, the final prospectus and other documents the company has filed with the SEC for more complete information about the company and the offerings. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov, from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com or from J.P. Morgan Securities LLC via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes, common stock or any other security, nor will there be any sale of the notes, common stock or any other security in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. Any offer or sale will be made only by means of a prospectus and, to the extent applicable, a free writing prospectus which has or will be filed with the SEC.

Article source - Business Wire, all right reserved. Copyright 2018
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Further information:
Organisation name:    Western Digital Corporation
Organisation stock symbol: NASDAQ:WDC


Latest stock price data for NASDAQ:WDC

 


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