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Western Digital Corporation today announced proposed offerings of $1.5 billion aggregate principal amount of senior secured notes due 2023 (the “Secured Notes”) and $4.1 billion aggregate principal amount of senior unsecured notes due 2024 (together with the Secured Notes, the “Notes”) to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-United States persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
The timing of pricing and terms of the Notes are subject to market conditions and other factors. Western Digital intends to use the proceeds from the proposed offerings, together with the proceeds from other financing transactions, to finance the previously announced proposed merger with SanDisk Corporation (“SanDisk”), refinance indebtedness of Western Digital and SanDisk and pay related fees and expenses. The Notes are expected to be issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digital’s subsidiaries. The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and 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 timing of pricing and terms of the Notes are subject to market conditions and other factors. Western Digital intends to use the proceeds from the proposed offerings, together with the proceeds from other financing transactions, to finance the previously announced proposed merger with SanDisk Corporation (“SanDisk”), refinance indebtedness of Western Digital and SanDisk and pay related fees and expenses. The Notes are expected to be issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digital’s subsidiaries. The Notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and 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.