Western Digital Announces Proposed $1.3 Billion Convertible Notes Offering

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[{"type":"text","content":" SAN JOSE, Calif.--(BUSINESS WIRE)--\nWestern Digital Corporation (Nasdaq: WDC) (“Western Digital”) today announced a proposed offering of $1.3 billion aggregate principal amount of convertible senior notes due 2028 (the “notes”), subject to market and other conditions.\n\n\nThe notes will be senior unsecured obligations of Western Digital and will be guaranteed, jointly and severally, on a senior unsecured basis by each of Western Digital’s wholly-owned subsidiaries from time to time guaranteeing Western Digital’s 4.75% senior unsecured notes due 2026 (the “2026 Notes”) (initially, Western Digital Technologies, Inc.) or that is a guarantor or obligor with respect to certain refinancing indebtedness with respect to the 2026 Notes. Upon any conversion of the notes, Western Digital will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Western Digital's common stock or a combination of cash and shares of common stock, at Western Digital's election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. Interest on the notes will be payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2024. The notes will mature on November 15, 2028, unless earlier repurchased, redeemed or converted. The interest rate, initial conversion rate, offering price and other terms of the notes will be determined at the time of pricing the offering.\n\n\nWestern Digital intends to offer the notes in a private offering only to persons reasonably believed to be qualified institutional investors in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, Western Digital expects to grant the initial purchasers an option to purchase, during the 13-day period beginning on, and including, the first date on which the notes are issued, up to an additional $200 million principal amount of notes.\n\n\nWestern Digital will use the net proceeds of the notes offering (1) to pay the cost of entering into capped call transactions in connection with the offering, (2) to pay the purchase price for the refinancing through private repurchases of a portion of Western Digital’s existing 1.50% convertible s...

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