Sandisk Completes $3 Billion Debt-For-Equity Exchange and Secondary Offering
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 5,821,135 shares of common stock (the “shares”) previously owned by Western Digital Corporation, Sandisk Corporation’s (“Sandisk”) 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.
To date, Simpson Thacher has represented the underwriters and selling securityholders in connection with over $3.5 billion of equity financings by Sandisk and related debt-for-equity exchanges.
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 artificial intelligence workloads in datacenters, edge devices, and consumer applications. Sandisk’s technologies enable everyone from students, gamers, and home offices to the largest enterprises and public clouds to produce, analyze, and store data. Sandisk’s solutions include a broad range of solid-state drives, embedded products, removable cards, universal serial bus drives and wafers and components.
Western Digital builds the storage infrastructure that powers the AI-driven data economy. For more than 55 years, WD has been at the forefront of innovation, delivering the scale, reliability, and economics required to turn data into intelligence. Today, Western Digital partners with the world's leading hyperscalers, cloud providers, and enterprises to provide durable, innovative storage platforms that are proven and trusted at scale.
The Simpson Thacher team included David Azarkh, Evan Zuckerman, Erica Yoon, Kelly Johnson and Danielle DiGrazia (Capital Markets); Dan Kay and Alex Kleinhaus-Resisi (Credit); Andrew Purcell and George Rhein (Tax); Corina Holland and Isabella Gonzalez (Intellectual Property); Jeanne Annarumma (ECEB); and Jennie Getsin (FINRA).