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Western Digital Closes Offerings Of $1.875 Billion Of Senior Secured NOTES AND $3.35 BILLION OF SENIOR UNSECURED NOTES

The following excerpt is from the company's SEC filing.

IRVINE, Calif. April 13, 2016 Western Digital

Corporation (NASDAQ: WDC) (Western Digital or the Company) today announced that it has closed its previously announced offerings of $1.875 billion aggregate principal amount of 7.375% senior secured notes due 2023 (the Secured Notes) and $3.35 billion aggregate principal amount of 10.500% 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 proceeds of the offerings were deposited into escrow, pending the closing of Western Digitals previously announced proposed merger with SanDisk Corporation (SanDisk). Western Digital intends to use the proceeds from the offerings, together with the proceeds from other financing transactions, to finance the merger with SanDisk, refinance indebtedness of Western Digital and SanDisk and pay related fees and expenses. The Notes were issued by Western Digital, and guaranteed, jointly and severally on a senior basis, by certain of Western Digitals 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Western Digital Announces Closing of Offerings of $1.875 Billion of Senior

Secured Notes and $3.35 Billion Of Senior Unsecured Notes

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About Western Digital

Western Digital Corporation (NASDAQ: WDC) is an industry-leading developer and manufacturer of storage solutions that enable people to create, leverage, experience and preserve data. The company addresses ever-changing market needs by providing a full portfolio of compelling, high-quality storage solutions with effective technology deployment, high efficiency, flexibility and speed. Our products are marketed under the HGST and WD brands to OEMs, distributors, resellers, cloud infrastructure providers and consumers.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Western Digitals proposed merger with SanDisk (including financing of the proposed transaction and the benefits, results, effects and timing of a...


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