Cleary Gottlieb represented Western Digital Corporation (Western Digital) in offerings totaling $3.4 billion, a concurrent tender offer, and credit facility amendments.
The offerings included a registered offering of $2.3 billion aggregate principal amount of 4.750 percent senior notes due 2026 (the 2026 notes) and a Rule 144A offering of $1.1 billion aggregate principal amount of 1.50 percent convertible senior notes due 2024 (the 2024 notes). Concurrently with these offerings, Western Digital conducted a cash tender offer and consent solicitation with respect to its outstanding 10.500 percent senior notes due 2024 (the 10.500 percent notes), entered into a new $5.022 billion Term Loan A-1 facility maturing in 2023 (which replaced Western Digital’s existing $4.022 billion Term Loan A facility maturing in 2021), received commitments for a $2.25 billion revolving credit facility maturing in 2023 (which replaced Western Digital’s existing $1.750 billion revolving credit facility maturing in 2021), and amended the related loan agreements for greater covenant flexibility.
The 2026 and 2024 notes offerings closed on February 13, 2018. The initial purchasers for the convertible notes offering fully exercised their option to purchase an additional $100 million of 2024 notes, which closed on February 16, 2018. The tender offer early settlement results were announced on February 13, 2018, and final settlement occurred on February 27, 2018. In total, 81.34 percent of holders of 10.500 percent notes participated in the tender offer. The Term Loan A-1 facility and the revolving credit facility closed on February 27, 2018. The above transactions were key to the redemption of the 10.500 percent notes and Western Digital’s outstanding 7.375 percent senior secured notes due 2023, which occurred on February 27, 2018 and March 1, 2018, respectively.