Simpson Thacher represented J.P. Morgan Securities LLC (“JPM”) and BofA Securities, Inc. (“BofA”), each in its capacity as selling stockholder, and the underwriters, led by JPM and BofA, in connection with the secondary offering of 21,314,768 shares of common stock (the “shares”), including shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares of Sandisk Corporation (“Sandisk”), previously owned by Western Digital Corporation, Sandisk’s former parent (“Western Digital”), pursuant to a debt-for-equity exchange agreement. Pursuant to the debt-for-equity exchange agreement, JPM and BofA received the shares from Western Digital in exchange for certain indebtedness of Western Digital held by affiliates of JPM and BofA.
Simpson Thacher has been a leader in the tax-free debt-for-equity and debt-for-debt space having previously represented the financing sources in connection with General Electric Company’s spin off of GE HealthCare Technologies Inc., MDU Resources Group, Inc.’s spin off of Knife River Corporation, Discovery, Inc.’s combination with a portion of the WarnerMedia segment of AT&T Inc., Neogen Corporation’s combination with the Food Safety Business of 3M Company, and Olin Corporation’s acquisition of The Dow Chemical Company’s Chlor-Alkali business.
Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, its broad and ever-expanding portfolio delivers powerful flash storage solutions for everyone from students, gamers and home offices to the largest enterprises and public clouds to capture, preserve, access and transform an ever-increasing diversity of data. Sandisk’s solutions include a broad range of solid-state drives, embedded products, removable cards, universal serial bus drives, wafers and components.
Western Digital empowers the systems and people who rely on data. Consistently delivering massive capacity, high quality and low TCO, Western Digital is trusted by hyperscale cloud providers, enterprise data centers, content professionals and consumers around the world. Core to its values, Western Digital recognizes the urgency to combat climate change and is on a mission to design storage technologies that not only meet today’s data demands but also contribute to a more climate-conscious future.
The Simpson Thacher team included David Azarkh, Evan Zuckerman, Erica Yoon, Sofia Elkina, Suzanne Kaufman and Kiley Short (Capital Markets); Dan Kay and Alex Kleinhaus-Resisi (Credit); Andrew Purcell and George Rhein (Tax); Corina Holland (Intellectual Property); Jeanne Annarumma (ECEB); and Jennie Getsin (FINRA).