Western Digital Announces Early Results of Cash Tender Offer and Consent Solicitation for 10.500% Senior Unsecured Notes Due 2024 - Seite 2

The Tender Offer will expire at 11:59 p.m., New York City time, on Feb. 26, 2018, unless extended by the company (the “Expiration Date”).

Payment for Notes tendered prior to the Early Tender Deadline is expected to occur on the Initial Settlement Date. Payment for Notes validly tendered after the Early Tender Date and accepted for purchase will be made promptly after the Expiration Date, and is expected to occur on the next business day after the Expiration Date (the “Final Settlement Date”). The Initial Settlement Date and the Final Settlement Date are each referred to as a “Settlement Date.”

Subject to the terms and conditions of the Tender Offer, holders of Notes who validly tendered and did not withdraw their Notes on or prior to the Early Tender Deadline will be entitled to receive $1,167.25 per $1,000 principal amount of Notes tendered. Holders of Notes who validly tender their Notes after the Early Tender Deadline and on or prior to the Expiration Date will be entitled to receive $1,137.25 per $1,000 principal amount of Notes tendered, subject to the terms and conditions of the Tender Offer.

In addition, holders will also receive on the applicable Settlement Date accrued and unpaid interest on all of their Notes accepted for purchase from the last interest payment date on such Notes up to, but excluding, such Settlement Date. The last interest payment date was Oct. 1, 2017.

The Tender Offer is conditioned upon the completion of Western Digital’s previously announced concurrent notes offering and receipt of aggregate proceeds from such offering of at least $2.3 billion, as well as certain other customary conditions, but is not conditioned on the tender of any minimum principal amount of the Notes. The company expressly reserves the right in its sole discretion, subject to applicable law, at any time and from time to time, to (1) waive any and all conditions to the Tender Offer prior to the Expiration Date and accept all Notes previously tendered and not validly withdrawn pursuant to the Tender Offer, and (2) amend, extend or terminate the Tender Offer or Consent Solicitation, subject to certain conditions.

BofA Merrill Lynch and J.P. Morgan are acting as Dealer Managers for the Tender Offer and Solicitation Agents for the Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to BofA Merrill Lynch at 1-888-292-0070 (toll-free) or at [phone] (collect). Global Bondholder Services Corporation is acting as Depositary and Information Agent for the Tender Offer and the Consent Solicitation. Requests for documents may be directed to Global Bondholder Services Corporation at 1-212-430-3774 (for banks and brokers) or 1-866-470-3700 (for all others).