Western Digital greenshoe exercised in full, ups 3% convertible notes due 2028 to $1.6 billion

By Marisa Wong

Los Angeles, Nov. 3 – The initial purchasers of Western Digital Corp.’s newly priced 3% convertible senior notes due Nov. 15, 2028 exercised their $200 million over-allotment option in full, bringing the total issue size to $1.6 billion, according to an 8-K filing with the Securities and Exchange Commission.

Western Digital priced an upsized $1.4 billion of the 3% convertible senior notes due 2028 after the market close on Tuesday with an initial conversion premium of 30%, as previously reported.

Price talk was for a coupon of 3% to 3.5% and an initial conversion premium of 25% to 30%.

J.P. Morgan Securities LLC was the bookrunner for the Rule 144A offering, which was upsized from $100 million. The greenshoe had not been upsized.

The notes are guaranteed by Western Digital Technologies, Inc.

The notes are non-callable for three years and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash up to the principal amount with any remaining amount to be settled in cash, shares or a combination of both at the company’s option.

Proceeds will be used to cover the cost of entering into capped call transactions, to fund the repurchase of the company’s 1.5% convertible notes due 2024 in privately negotiated transactions, to repay the remaining outstanding amount of the 1.5% notes upon their maturity and for general corporate purposes.

Western Digital is a San Jose, Calif.-based data storage solutions company.

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