Western 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.

The 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.

Western 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.

Western 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 senior notes due 2024 (the "Existing Convertible Notes"), (3) to repay the remaining principal amount owed on the Existing Convertible Notes on the maturity date of the Existing Convertible Notes or prior to such date through further private repurchases, and (4) after the application of the proceeds in accordance with clauses (1) – (3) (or, with respect to clause (3), if Western Digital holds the requisite amount of funds to be used in accordance with such clause), for general corporate purposes, which may include repayment or repurchase of certain of Western Digital's outstanding non-convertible debt securities through tender offers, open market or privately negotiated repurchases, redemption or otherwise or repayment of any of Western Digital's other indebtedness.

Contemporaneously with the pricing of the notes in the offering, Western Digital expects to enter into one or more separate and individually negotiated transactions with one or more holders of the Existing Convertible Notes to repurchase a portion of the outstanding Existing Convertible Notes for cash on terms to be negotiated separately with each holder (each, a "note repurchase"). The terms of each note repurchase are anticipated to be individually negotiated with each holder of the Existing Convertible Notes and will depend on several factors, including the market price of Western Digital's common stock and the trading price of the Existing Convertible Notes at the time of each such note repurchase. No assurance can be given as to how much, if any, of the Existing Convertible Notes will be repurchased or the terms on which they will be repurchased.

Western Digital expects that counterparties that sell their Existing Convertible Notes to it as described above and that have hedged their equity price risk with respect to such Existing Convertible Notes may enter into or unwind various transactions with respect to Western Digital's common stock (including entering into derivatives with one or more of the initial purchasers in this offering or their respective affiliates) and/or purchase shares of Western Digital's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Western Digital's common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. Western Digital cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or Western Digital's common stock.

In connection with the pricing of the notes, Western Digital also expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates and/or certain other financial institutions, as option counterparties. The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of Western Digital's common stock initially underlying the notes. The capped call transactions are expected generally to reduce potential dilution to Western Digital's common stock upon conversion of any notes and to offset any cash payments made in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Western Digital expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, Western Digital expects the option counterparties or their respective affiliates to purchase shares of Western Digital's common stock and/or enter into various transactions with respect to Western Digital's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Western Digital's common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various transactions with respect to Western Digital's common stock and/or purchasing or selling Western Digital's common stock or other Western Digital securities or instruments in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during any observation period related to a conversion of notes or following any repurchase of notes by Western Digital in connection with any optional redemption or fundamental change and (y) are likely to do so following any repurchase of notes by Western Digital other than in connection with any optional redemption or fundamental change if Western Digital elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Western Digital's common stock or the notes.

The notes, the common stock, if any, deliverable upon conversion of the notes and the related guarantee 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.

This press release does not constitute an offer to sell or buy or a solicitation of an offer to buy or sell the notes or any other security, nor will there be any sale of the notes 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 an offering memorandum, as applicable.