| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 10, 2021, Western Digital Corporation (“Western Digital”) announced that it closed its offering of $500.0 million aggregate principal amount of 2.850% senior notes due 2029 (the “2029 Notes”) and $500.0 million aggregate principal amount of 3.100% senior notes due 2032 (the “2032 Notes,” and together with the 2029 Notes, the “Notes”).
The Notes are governed by and were issued pursuant to the terms of an indenture attached hereto as Exhibit 4.1, dated as of December 10, 2021 (the “Base Indenture”) between Western Digital and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of December 10, 2021 (the “First Supplemental Indenture”) between Western Digital and the Trustee. As used herein, “Indenture” means the Base Indenture, as supplemented by the First Supplemental Indenture.
The Indenture contains certain restrictive covenants which are subject to a number of limitations and exceptions. The Indenture also contains customary events of default.
The above description of the Notes and the Indenture is qualified in its entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibit 4.1 through 4.4 and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure required by this Item and included in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
On December 10, 2021, Western Digital announced that it closed its offering of the Notes.
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 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.
On December 7, 2021, Western Digital entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance of the Notes. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
