Western Digital Announces Tender Offer and Consent Solicitation for All Outstanding 10.500% Senior Unsecured Notes Due 2024

SAN JOSE, Calif.–(BUSINESS WIRE)–Western Digital Corporation (NASDAQ: WDC) (“Western Digital” or the
“company”) today announced that it is commencing a cash tender offer
(the “Tender Offer”) with respect to any and all of its outstanding
10.500% senior unsecured notes due 2024 (the “Notes”).

The price offered in the Tender Offer for the Notes and other
information relating to the Tender Offer and the Consent Solicitation
(as defined below) are set forth in the table below.

     
CUSIP Nos.

Outstanding
Principal
Amount

Title of
Security

Per $1,000 Principal Amount
     

Tender Offer
Consideration(1)

 

Early Tender
Premium(2)

 

Total
Consideration(1)(2)

958102 AK1 and
U9547K AB9
(unregistered) &
958102
AL9

(registered)

$3,350,000,000

10.500%
Senior
Unsecured
Notes due
2024

$ 1,137.25   $30   $1,167.25
 

(1) Excludes accrued and unpaid interest, which will be paid in addition
to the Tender Offer Consideration or the Total Consideration, as
applicable.

(2) No separate consent payment or fee is being paid to holders in the
Consent Solicitation.

In conjunction with the Tender Offer, Western Digital is soliciting
consents (“Consents”) from holders of the Notes to certain proposed
amendments (the “Proposed Amendments”) to the indenture (the
“Indenture”) governing the Notes (the “Consent Solicitation”). The
Proposed Amendments would amend the Indenture to eliminate most of the
covenants and certain default provisions applicable to the Notes. In
addition, Western Digital intends to issue a conditional notice of
redemption with respect to the Notes and prior to the redemption date,
Western Digital may elect to satisfy and discharge its obligations under
the Notes and the Indenture in accordance with the satisfaction and
discharge provisions of the Indenture.

Delivery of Consents to the Proposed Amendments by holders of at least a
majority of the aggregate principal amount of the outstanding Notes
(excluding Notes owned by Western Digital or any of its affiliates) is
required for the adoption of the Proposed Amendments.

Each holder who validly tenders and does not withdraw its Notes and
validly delivers and does not revoke its corresponding Consents prior to
5:00 p.m., New York City time, on Feb. 9, 2018 (as may be extended or
earlier terminated, the “Early Tender Time”) will receive, if such Notes
are accepted for purchase pursuant to the Tender Offer and the Consent
Solicitation, the total consideration of $1,167.25 per $1,000 principal
amount of Notes tendered, which includes the tender offer consideration
of $1,137.25 and an early tender premium of $30. Holders who validly
tender and do not withdraw their Notes and validly deliver and do not
revoke their corresponding Consents after the Early Tender Time but
prior to the Expiration Time will receive only the tender offer
consideration of $1,137.25 per $1,000 principal amount of Notes tendered
and will not be entitled to receive an early tender premium if such
Notes are accepted for purchase pursuant to the Tender Offer and the
Consent Solicitation. In addition, accrued and unpaid interest up to,
but not including, the applicable settlement date of the Notes will be
paid in cash on all validly tendered and accepted Notes.

The company expects that it will accept for purchase and pay for Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time on Feb. 13, 2018, and that it will accept for purchase and
pay for Notes validly tendered (and not validly withdrawn) subsequent to
the Early Tender Time but prior to the Expiration Time on Feb. 27, 2018.

The Tender Offer and the Consent Solicitation are scheduled to expire at
11:59 p.m., New York City time, on Feb. 26, 2018, (as the same may be
extended, the “Expiration Time”). Tendered Notes may be withdrawn at any
time prior to 5:00 p.m. New York City time, on Feb. 9, 2018 (unless such
deadline is extended) but not thereafter, except to the extent that the
company is required by law to provide additional withdrawal rights.

Subject to the terms and conditions described below, payment of the
tender offer consideration and an early tender premium to holders who
tendered Notes prior to the Early Tender Time may occur after the Early
Tender Time and prior to the Expiration Time (the “Initial Settlement
Date”). Payment of the tender offer consideration to holders who
tendered notes prior to the Expiration Time but after the Early Tender
Time will occur promptly after the Expiration Time (the “Final
Settlement Date”).

The consummation of the Tender Offer and the Consent Solicitation is
conditioned upon, among other things, (i) our receipt of aggregate
proceeds (before underwriting discounts and other offering expenses)
from concurrent notes offerings, on or prior to the Initial Settlement
Date or the Final Settlement Date, as the case may be on terms
satisfactory to us, of at least $2.3 billion, and (ii) with respect to
the Consent Solicitation, the execution, delivery and effectiveness of
the supplement to the Indenture, which will implement the Proposed
Amendments. If any of the conditions is not satisfied, Western Digital
may terminate the Tender Offer and the Consent Solicitation and return
tendered Notes. Western Digital has the right to waive any of the
foregoing conditions with respect to the Notes in whole or in part. In
addition, Western Digital has the right, in its sole discretion, to
terminate the Tender Offer and the Consent Solicitation at any time,
subject to applicable law.

This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The complete terms and
conditions of the Tender Offer and the Consent Solicitation are set
forth in an Offer to Purchase and Consent Solicitation Statement, dated
Jan. 29, 2018, and the related Letter of Transmittal (the “Tender Offer
Documents”) that are being sent to holders of the Notes. The Tender
Offer and the Consent Solicitation are being made only through, and
subject to the terms and conditions set forth in, the Tender Offer
Documents and related materials.

Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as Dealer
Manager for the Tender Offer and as Solicitation Agent for the Consent
Solicitation. Questions regarding the Tender Offer and the Consent
Solicitation may be directed to Merrill Lynch, Pierce, Fenner & Smith
Incorporated at (888) 292-0070 (toll-free) or at (980) 388-3636
(collect).

Global Bondholder Services Corporation will act as Depositary and
Information Agent for the Tender Offer and Consent Solicitation.
Requests for the Tender Offer Documents may be directed to Global
Bondholder Services Corporation at (212) 430-3774 (for brokers and
banks) or (866) 470-3700 (for all others).

None of Western Digital, its board of directors, the trustee for the
Notes, the Information Agent, the Dealer Manager and the Solicitation
Agent or any of their respective affiliates makes any recommendation as
to whether holders should tender, or refrain from tendering, all or any
portion of the principal amount of their Notes pursuant to the Tender
Offer or deliver, or refrain from delivering, any consent to the
Proposed Amendments pursuant to the Consent Solicitation.

About Western Digital

Western Digital creates environments for data to thrive. The company is
driving the innovation needed to help customers capture, preserve,
access and transform an ever-increasing diversity of data. Everywhere
data lives, from advanced data centers to mobile sensors to personal
devices, our industry-leading solutions deliver the possibilities of
data. Western Digital data-centric solutions are marketed under the
G-Technology™, HGST, SanDisk®, Tegile™, Upthere™ and WD®
brands.

Forward-Looking Statements

This press release contains forward-looking statements, including
statements concerning a proposed tender off for the notes. These
forward-looking statements are based on management’s current
expectations and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in
the forward-looking statements, including: volatility in global economic
conditions; uncertainties with respect to the company’s business
ventures with Toshiba; business conditions and growth in the storage
ecosystem; impact of competitive products and pricing; market acceptance
and cost of commodity materials and specialized product components;
actions by competitors; unexpected advances in competing technologies;
the development and introduction of products based on new technologies
and expansion into new data storage markets; risks associated with
acquisitions, mergers and joint ventures; difficulties or delays in
manufacturing; impacts of new tax legislation; and other risks and
uncertainties listed in the company’s filings with the SEC, including
the company’s Form 10-Q filed with the SEC on Nov. 7, 2017, to which
your attention is directed. You should not place undue reliance on these
forward-looking statements, which speak only as of the date hereof, and
the company undertakes no obligation to update these forward-looking
statements to reflect new events or events.

###

Western Digital, the Western Digital logo, G-Technology, HGST, SanDisk,
Tegile, Upthere and WD are registered trademarks or trademarks of
Western Digital Corporation or its affiliates in the U.S. and/or other
countries.

Contacts

Western Digital Corporation
Investor Contact:
Bob Blair
949.672.7834
robert.blair@wdc.com
or
Media
Contact:
Jim Pascoe
408.717.6999
jim.pascoe@wdc.com