SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
SanDisk Corporation and Western Digital Corporation (issuers) and SanDisk Corporation (offeror)
(Name of Subject Company and Filing Person (issuer) and Name of Filing Person (offeror))
1.5% Convertible Senior Notes due 2017
0.5% Convertible Senior Notes due 2020
(Title of Class of Securities)
80004CAD3
80004CAF8
(CUSIP Number of Class of Securities)
Michael C. Ray, Executive Vice President, Chief Legal Officer and Secretary
Western Digital Corporation
3355 Michelson Drive, Suite 100
Irvine, California 92612
(949) 672-7000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
David Lopez, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
CALCULATION OF FILING FEE
| Transaction valuation(1) | Amount of filing fee(2) | |
| $2,502,620,682.71 | $252,013.90 | |
| (1) | Calculated solely for purposes of determining the filing fee. The purchase price of the 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) and the 0.5% Convertible Senior Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Notes”), as described herein, is 100% of the outstanding principal amount of the Notes, plus accrued and unpaid interest to, but not including, the purchase date. As of May 11, 2016 there was $ $2,496,699,000 in aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of $2,502,620,682.71 |
| (2) | The amount of the filing fee equals $100.70 for each $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $252,013.90 | Filing Party: | SanDisk Corporation | |||
| Form or Registration No.: | Schedule TO-I | Date Filed: | May 12, 2016 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject toRule 14d-1 |
| x | issuer tender offer subject toRule 13e-4 |
| ¨ | going-private transaction subject toRule 13e-3 |
| ¨ | amendment to Schedule 13D underRule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
This Amendment No. 1 to the Schedule TO filed by SanDisk Corporation on May 12, 2016 (the “Schedule TO”) in connection with its offer to purchase for cash any and all of its outstanding 1.5% Convertible Senior Notes due 2017, as required by the indenture for that series of notes, and its 0.50% Convertible Senior Notes due 2020, as required by the indenture for that series of notes, on the terms and conditions set forth in the Designated Event Company Notice and Offer to Purchase, dated May 12, 2016, amends the Schedule TO to file an additional exhibit in accordance with Rule 13e-4(c)(1) under the Securities Exchange Act of 1934, as amended.
| Item 12. | Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:
Exhibit | Description | |
| (a)(5)(C)* | Press release issued on June 7, 2016. | |
| * | Filed herewith. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| SanDisk Corporation | ||
| By: | /s/ Michael C. Ray | |
| President and Secretary | ||
Dated: June 7, 2016
EXHIBIT INDEX
Exhibit | Description | |
| (a)(5)(C)* | Press release issued on June 7, 2016. | |
| * | Filed herewith. |
