Western Digital issues $1.6B 3.00% convertible notes due 2028; refinances existing notes

WESTERN DIGITAL CORP

Issued $1.6B aggregate principal (incl. $200M overallotment) of 3.00% convertible senior notes due 2028.
Net proceeds ~$1.563B; used ~$155M for capped call, ~$507M to repurchase $508M of 1.50% notes due 2024.
Initial conversion price ~$52.20/share, ~30% premium over $40.15 closing price on Oct 31, 2023.
Notes mature Nov 15, 2028; redeemable after Nov 15, 2026 if stock price meets 130% threshold.
Capped call transactions entered to reduce dilution; cap price initially $70.2625/share.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WESTERN DIGITAL CORP entered into Indenture dated November 3, 2023 for 3.00% Convertible Senior Notes due 2028 with U.S. Bank Trust Company, National Association valued at $1,600,000,000 aggregate principal amount of 3.00% convertible senior notes due 2028 (effective 2023-11-03).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1,600,000,000 aggregate principal amount of 3.00% convertible senior notes due 2028
Effective: 2023-11-03

Exact text from the filing

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On November 3, 2023, Western Digital Corporation (“Western Digital”) issued $1.6 billion aggregate principal amount of its 3.00% convertible senior notes due 2028 (the “Notes”), including $200 million aggregate principal amount issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated as of November 3, 2023 (the “Indenture”), among (i) Western Digital, (ii) Western Digital Technologies, Inc., as guarantor, and (iii) U.S. Bank Trust Company, National Association, as trustee.

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Source: SEC EDGAR

accession 0001193125-23-270415

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