UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2017
Western Digital Corporation
(Exact Name of Registrant as Specified in its
Charter)
| Delaware | 001-08703 | 33-0956711 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3355 Michelson Drive, Suite 100 Irvine, California |
92612 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(949) 672-7000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On February 7, 2017, Western Digital Corporation (the “Company”) issued a press release announcing the results of the Company’s registered exchange offer for all of its outstanding 10.500% Senior Notes due 2024 (the “Initial Notes”), which were not registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of its 10.500% Senior Notes due 2024, which have been registered under the Securities Act. The exchange offer commenced on January 6, 2017 and expired at 5:00 p.m., Eastern time, on February 6, 2017.
U.S. Bank National Association, acting as exchange agent for the exchange offer, advised the Company that $3,332,119,000 of the $3,350,000,000 aggregate principal amount of the Initial Notes have been validly tendered for exchange, representing 99.4662% of the principal amount of the outstanding Initial Notes. The Company accepted all of the Initial Notes validly tendered and not withdrawn.
The press release announcing the results of the exchange offer is filed herewith as Exhibit 99.1, and is incorporated by reference herein.
| Item 9.01 Financial | Statements and Exhibits. |
| (d) | Exhibits | |
|
99.1 Press release dated February 7, 2017. |
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 hereunto duly authorized.
| Date: February 7, 2017 | Western Digital Corporation (Registrant) | |||
| By: | /s/ Michael C. Ray | |||
| Michael C. Ray | ||||
| Executive Vice President, Chief Legal Officer and Secretary | ||||