Current Report Filing (8-k)
December 22 2016 - 6:03AM
Edgar (US Regulatory)
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):
December 21, 2016
Western Digital Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-08703
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33-0956711
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3355 Michelson Drive, Suite 100
Irvine, California
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92612
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(Address of principal executive offices)
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(Zip Code)
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(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 of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On
April 13, 2016
, Western Digital Corporation (“
Western Digital
”) issued
$3.35 billion
aggregate principal amount of its
10.500% senior unsecured notes due 2024
(the “
Senior Unsecured Notes
”) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Western Digital
plans to file a Registration Statement on Form S-4 relating to an offer to exchange the
Senior Unsecured Notes
for new
$3.35 billion
aggregate principal amount of 10.500% senior notes due 2024 that will be registered under the Securities Act (the “
Exchange Notes
”).
In connection with the Registration Statement on Form S-4,
Western Digital
is filing this Current Report on Form 8-K for the purpose of including certain condensed consolidating financial information regarding the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries of the
Senior Unsecured Notes
and the
Exchange Notes
required by Rule 3-10(f) of Regulation S-X, as well as the unaudited pro forma condensed combined statement of income for the fiscal year ended July 1, 2016 giving effect to
Western Digital
’s acquisition of SanDisk Corporation (“
SanDisk
”).
To provide the condensed consolidating financial information,
Western Digital
has updated (a) the audited consolidated financial statements in Item 8, “Financial Statements and Supplementary Data,” included in
Western Digital
’s Annual Report on Form 10-K for the fiscal year ended
July 1, 2016
, filed with the Securities and Exchange Commission (the “
SEC
”) on
August 29, 2016
, to include Note
20
, “
Separate Financial Information of Guarantor Subsidiaries
” (the “
Updated 2016 Financial Statements
”) and (b) the unaudited condensed consolidated financial statements in Item 1 of Part I, “Financial Information,” included in
Western Digital
’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016
, filed with the SEC on
November 8, 2016
, to include Note
16
, “
Separate Financial Information of Guarantor Subsidiaries
” (the “
Updated 2016 Quarterly Financial Statements
”). This updated information summarizes financial information for
Western Digital
,
Western Digital
’s guarantor subsidiaries on a combined basis and
Western Digital
’s non-guarantor subsidiaries on a combined basis.
The
Updated 2016 Financial Statements
and
Updated 2016 Quarterly Financial Statements
are set forth as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and will be incorporated by reference in the Registration Statement on Form S-4. Information included in the
Updated 2016 Financial Statements
and
Updated 2016 Quarterly Financial Statements
not affected by this Current Report on Form 8-K remains unchanged and reflects the disclosures made at the time of filing. Accordingly, this Current Report on Form 8-K should only be read in conjunction with the other information that
Western Digital
has filed with the SEC since
Western Digital
originally filed its 2016 Annual Report on Form 10-K on
August 29, 2016
and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016
on
November 8, 2016
.
The unaudited pro forma condensed combined statement of income of
Western Digital
for the fiscal year ended
July 1, 2016
giving effect to the
SanDisk
acquisition is set forth as Exhibit 99.3 to this Current Report on Form 8-K and will be incorporated by reference in the Registration Statement on Form S-4.
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Item 9.01.
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Financial Statements and Exhibits.
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(b)
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Pro forma financial information
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Exhibit 99.3 to this report presents the unaudited pro forma condensed combined statement of income of Western Digital for the fiscal year ended July 1, 2016 giving effect to the SanDisk acquisition.
23.1 Consent of KPMG LLP, independent registered public accounting firm for Western Digital.
99.1 Updated Item 8. Financial Statements and Supplementary Data in the Fiscal Year 2016 Form 10-K.
99.2 Updated Item 1. Financial Statements in the First Quarter 2017 Form 10-Q.
99.3 Unaudited Pro Forma Condensed Combined Statement of Income for Fiscal Year 2016 giving effect to the SanDisk acquisition.
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase 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.
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WESTERN DIGITAL CORPORATION
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By:
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/s/ MICHAEL C. RAY
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Michael C. Ray
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Executive Vice President, Chief Legal Officer and Secretary
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Date:
December 21, 2016
EXHIBIT INDEX
23.1 Consent of KPMG LLP, independent registered public accounting firm for Western Digital.
99.1 Updated Item 8. Financial Statements and Supplementary Data in the Fiscal Year 2016 Form 10-K.
99.2 Updated Item 1. Financial Statements in the First Quarter 2017 Form 10-Q.
99.3 Unaudited Pro Forma Condensed Combined Statement of Income for Fiscal Year 2016 giving effect to the SanDisk acquisition.
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
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