Spin-off - WESTERN DIGITAL CORP
Form Type: 8-K
Filing Date: 2025-02-24
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525033383
Filing Summary: On February 21, 2025, Western Digital Corporation entered into definitive agreements for a spin-off with Sandisk Corporation, a wholly owned subsidiary, aimed at separating its flash business from its hard disk drive business. The agreements include a Separation and Distribution Agreement that outlines the separation process and post-spin-off relationship between the two companies, covering asset allocations and employee matters. Additional agreements such as Transition Services, Tax Matters, Employee Matters, Intellectual Property Cross-License, Transitional Trademark License, and Stockholder and Registration Rights define operational transitions and tax responsibilities. The spin-off was executed at 11:59 p.m. on February 21, 2025, with shareholders receiving one-third of a Sandisk share for every share of Western Digital. Sandisk is now an independent entity, trading under the symbol 'SNDK' on Nasdaq starting February 24, 2025. After the spin-off, Western Digital retains a 19.9% stake in Sandisk and will cease consolidating Sandisk in its financial results. Prior to the spin-off, Sandisk paid a $1.5 billion dividend to Western Digital.
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Additional details:
Date Of Report: 2025-02-20
Beneficial Ownership Post Spin Off: 19.9%
Dividend Paid: 1.5 billion
Record Date: 2025-02-12
Form Type: 8-K
Filing Date: 2025-02-03
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525019294
Filing Summary: On January 31, 2025, the SEC declared effective Amendment No. 3 to the Registration Statement on Form 10, related to the spin-off of Western Digital Corporation's flash business, Sandisk Corporation. The spin-off involves the distribution of 80.1% of Sandisk's common stock to Western Digital's stockholders on a pro rata basis, establishing Sandisk as an independent publicly traded company. An information statement detailing the spin-off, including business, management, investment risks, and other important matters, is attached as Exhibit 99.1. The final information statement is expected to be mailed to stockholders around January 31, 2025. Trading of Sandisk's common stock is anticipated to commence on a “when-issued” basis on February 12, 2025, while regular trading will begin on February 24, 2025, under the symbol 'SNDK'. Western Digital will continue trading under the symbol 'WDC'. The completion of the distribution is contingent on certain conditions as noted in the final information statement and the Separation and Distribution Agreement.
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Additional details:
Date Of Report: 2025-01-31
Registration Statement Date: 2025-01-27
Distribution Percentage: 80.1%
Trading Symbol Sandisk: SNDK
Trading Start Date When Issued: 2025-02-12
Trading Start Date Regular: 2025-02-24
Form Type: 8-K
Filing Date: 2025-01-30
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525017188
Filing Summary: Western Digital Corporation has announced significant corporate changes related to its previously announced spin-off of its flash business. The Board of Directors will see the resignation of David V. Goeckeler, Thomas Caulfield, and Miyuki Suzuki, who will join the board of Sandisk Corporation, a wholly owned subsidiary that will become independent following the spin-off. Three new directors—Irving Tan, Bruce Kiddoo, and Roxanne Oulman—have been appointed to the Board to take effect upon the spin-off's completion. David V. Goeckeler will also resign as CEO and will not receive benefits regarding his departure. Irving Tan will be appointed as the new CEO with a specified employment agreement. His compensation package includes an increase in base salary and additional incentive awards tied to the performance of the company. The document indicates that these corporate actions are contingent upon the consummation of the spin-off.
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Additional details:
Resigning Directors: David V. Goeckeler, Thomas Caulfield, Miyuki Suzuki
New Directors: Irving Tan, Bruce Kiddoo, Roxanne Oulman
New Ceo: Irving Tan
Ceo Base Salary: $1,000,000
Ceo Target Bonus Opportunity: 150% of annual base salary
Lti Award Grant Date Value: $6,500,000
Ceo Lti Award Expectation: $11,500,000 for fiscal year 2026
Form Type: 8-K
Filing Date: 2025-01-16
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525007725
Filing Summary: On January 16, 2025, Western Digital Corporation announced its preliminary financial results for the second fiscal quarter ended December 27, 2024. The projected revenue is anticipated to be between $4.20 billion and $4.40 billion, with non-GAAP diluted earnings per share expected at the lower end of the range due to challenges in the pricing environment for the company’s flash business. The report includes forward-looking statements regarding the company’s financial results, subject to risks and uncertainties. Additionally, it was reported that Wissam Jabre, the Chief Financial Officer, intends to resign following the separation of the company’s hard disk drive and flash businesses, effective February 28, 2025, and a search for his successor has commenced. This spin-off transaction aims to separate the HDD and Flash business operations, with pending approval from the company’s board of directors.
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Additional details:
Item 2 02 Revenue Range: $4.20 billion to $4.40 billion
Item 2 02 Non Gaap Eps Range: $1.75 to $2.05 per share
Item 5 02 Cfo Resignation Date: 2025-02-28
Item 5 02 Cfo Separation Reason: pursue other opportunities
Form Type: 10-12B
Filing Date: 2024-11-25
Corporate Action: Spin-off
Type: New
Accession Number: 000119312524264578
Filing Summary: The document announces a spin-off from Western Digital Corporation to create Sandisk Corporation.
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Additional details:
Newco Cik: 1000180
Parent Cik: 106040
File Number: Not Found
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Effective Date: 2024-11-25
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