Western Digital Corporation (NASDAQ:WDC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into a Material Definitive Agreement
On March14, 2017, Western Digital Corporation, a Delaware
corporation (Western Digital) entered into an amendment
agreement (Amendment No.3) among Western Digital,
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent (the Agent), the lenders party thereto and the other
loan parties party thereto.
Amendment No.3 amends the Loan Agreement dated as of April29,
2016, as amended by Amendment No.1 dated as of August17, 2016 and
Amendment No.2 dated as of September22, 2016 (as amended, the
Loan Agreement), among Western Digital and the Agent to
provide for, among other things, (i)a replacement of all
outstanding U.S. dollar-denominated term B-1 loans (the
Existing USD Term B Loans) with new U.S.
dollar-denominated term B-2 loans (the Refinanced USD Term B
Loans) in a principal amount of $2.985billion dollars, (ii)a
reduction of the interest rate margin applicable to such loans
initially from 3.75% to 2.75%, with respect to LIBOR borrowings
(with 0.75% LIBOR floor unchanged), and from 2.75% to 1.75%, with
respect to base rate borrowings, with an additional 25 basis
point step-down following any quarter during which the total
leverage ratio is less than 1.75:1.00 and (iii)a prepayment
premium of 1.00% in connection with any repricing transaction
with respect to the Refinanced USD Term B Loans within six months
of the closing date.
The Refinanced USD Term B Loans amortize in equal quarterly
principal installments of $9,375,000, with the balance payable on
April29, 2023, and are otherwise the same as the Existing USD
Term B Loans. The Refinanced USD Term B Loans are unconditionally
guaranteed by each of the guarantors under the Loan Agreement and
are secured on a first-priority basis (subject to permitted
liens) by a lien on the same collateral securing the other loans
under the Loan Agreement.
The foregoing description of Amendment No.3 is not intended to be
complete and is qualified in its entirety by reference to
Amendment No.3, a copy of which is attached hereto as Exhibit
10.1, and incorporated herein by reference.
Item2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant
The information
set forth under Item 1.01 above regarding Amendment No.3 is
incorporated herein by reference.
Item7.01Regulation FD
Disclosure
Incorporated by
reference is a press release issued by Western Digital on
March14, 2017, which is attached hereto as Exhibit 99.1. The
press release is furnished and not filed, to Instruction B.2 of
Form 8-K.
Item9.01.Financial
Statements and Exhibits
(d)
Exhibits
to the rules and
regulations of the Securities and Exchange Commission, Western
Digital has filed certain agreements as exhibits to this Current
Report on Form 8-K. These agreements may contain representations
and warranties by the parties. These representations and
warranties have been made solely for the benefit of the other
party or parties to such agreements and (i)may have been
qualified by disclosure made to such other party or parties,
(ii)were made only as of the date of such agreements or such
other date(s) as may be specified in such agreements and are
subject to more recent developments, which may not be fully
reflected in Western Digitals public disclosure, (iii)may reflect
the allocation of risk among the parties to such agreements and
(iv)may apply materiality standards different from what may be
viewed as material to investors. Accordingly, these
representations and warranties may not describe Western Digitals
actual state of affairs at the date hereof and should not be
relied upon.
|
ExhibitNo. |
Description |
|
| 10.1 |
Amendment No.3 dated as of March14, 2017 to the Loan Agreement dated as of April29, 2016, by and among Western Digital Corporation, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, the lenders party thereto and the other loan parties party thereto. |
|
| 99.1 | Press Release of Western Digital, dated March14, 2017. |
About Western Digital Corporation (NASDAQ:WDC)
Western Digital Corporation (Western Digital) is a developer, manufacturer and provider of data storage devices and solutions that address the needs of the information technology (IT) industry and the infrastructure that enables the proliferation of data in virtually every industry. The Company’s portfolio of offerings addresses three categories: Datacenter Devices and Solutions (capacity and performance enterprise hard disk drives (HDDs), enterprise solid state drives (SSDs), datacenter software and system solutions); Client Devices (mobile, desktop, gaming and digital video hard drives, client SSDs, embedded products and wafers), and Client Solutions (removable products, hard drive content solutions and flash content solutions). The Company develops and manufactures a portion of the recording heads and magnetic media used in its hard drive products. Western Digital Corporation (NASDAQ:WDC) Recent Trading Information
Western Digital Corporation (NASDAQ:WDC) closed its last trading session down -0.03 at 75.67 with 2,104,167 shares trading hands.