UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On October 31, 2023, Western Digital Corporation announced that it had (i) upsized and priced its offering of $1.4 billion aggregate principal amount of convertible senior notes due 2028, reflecting an increase of $100 million over the previously announced offering size, (ii) entered into separate and individually negotiated transactions with certain holders of Western Digital’s existing 1.50% convertible senior notes due 2024 (the “Existing Convertible Notes”) to repurchase approximately $508 million in aggregate principal amount of the Existing Convertible Notes for an aggregate of approximately $507 million in cash (including accrued and unpaid interest) and (iii) entered into privately negotiated capped call transactions with certain financial institutions.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Western Digital Corporation, dated October 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Western Digital Corporation | ||||||
| Date: October 31, 2023 | By: | /s/ Michael C. Ray | ||||
| Michael C. Ray | ||||||
| Executive Vice President, Chief Legal Officer and Secretary | ||||||