8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 23, 2013

SanDisk Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

951 SanDisk Drive, Milpitas, California 95035

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 801-1000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events.

On October 23, 2013, SanDisk Corporation (the “Registrant”) issued a press release announcing that it intends to offer, subject to market and other conditions, $1.0 billion of Convertible Senior Notes due 2020 in a private offering to qualified institutional buyers.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the offering of the notes, the Registrant expects to disclose certain supplemental information concerning the Registrant to potential purchasers of the notes in a preliminary offering circular dated October 23, 2013.  An excerpt from the preliminary offering circular containing this supplemental information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description of Document
99.1	Press release of SanDisk Corporation dated October 23, 2013.
99.2	Excerpt from preliminary offering circular.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2013
	SANDISK CORPORATION
	By:	/s/ Judy Bruner
	Name:	Judy Bruner
	Title:	Executive Vice President, Administration and Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press release of SanDisk Corporation dated October 23, 2013.
99.2	Excerpt from preliminary offering circular.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

SanDisk Corporation

951 SanDisk Drive

Milpitas, CA 95035-7932

Phone: 408-801-1000

SANDISK TO OFFER $1 BILLION OF CONVERTIBLE SENIOR NOTES

MILPITAS, CA, October 23, 2013 - SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, announced today its intention to offer, subject to market and other conditions, up to $1.0 billion principal amount of Convertible Senior Notes due in 2020 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. In addition, the Company expects to grant the initial purchaser for the offering an option to purchase up to an additional $150 million principal amount of notes from the Company to cover over-allotments.

The Company intends to use a portion of the net proceeds of the offering to fund the cost of privately negotiated convertible note hedge transactions, which will serve to increase the effective conversion price of the convertible debt. In addition, the Company intends to use a portion of the net proceeds to repurchase shares of its common stock from purchasers of the notes in privately negotiated transactions, which will be consummated concurrently with the offering. The remaining net proceeds are expected to be used for: (1) the repayment at maturity, or repurchase from time to time, of a portion or all of the Company’s currently outstanding indebtedness; (2) potential strategic investments or acquisitions; (3) the repurchase, from time to time, of shares of the Company’s common stock pursuant to the Company’s existing stock repurchase programs; and (4) other general corporate purposes, including capital expenditures related to manufacturing and technology.

Privately Negotiated Convertible Note Hedge Transactions

The Company currently intends to use a portion of the net proceeds of the offering to fund the cost of privately negotiated convertible note hedge transactions (after taking into account the proceeds to it from warrant transactions) that the Company intends to enter into with the initial purchaser for the offering or other financial institutions (the “dealers”). The Company also intends to enter into separate privately negotiated warrant transactions with such dealers or their affiliates, and anticipates that the warrants will have an exercise price that is up to approximately 80% higher than the closing price of the Company’s common stock on the date the warrants are issued. These convertible note hedge transactions and warrant transactions are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of the notes; however, the warrant transactions could have a dilutive effect with respect to the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants.

In connection with these hedging transactions, such dealers or their affiliates expect to enter into various derivatives transactions and engage in other activities that could have the effect of increasing or preventing a decline in the price of the Company’s common stock in connection with the pricing of the notes offering. These activities may be discontinued at any time. In addition, in connection with any conversion of the notes, the dealers or their respective affiliates may enter into derivative transactions and engage in other activities that could adversely impact the price of the Company’s common stock and of the notes.

Repurchase of Common Stock From Purchasers of Notes

The Company currently intends to use a portion of the net proceeds of the offering to repurchase shares of its common stock from purchasers of notes in privately negotiated transactions effected through the initial purchaser as the Company’s agent. The price of the common stock repurchased in such transactions is expected to equal the closing price per share of the Company’s common stock on the date of the pricing of the offering. Repurchases of shares of the Company’s common stock could increase, or prevent a decrease in, the market price of the Company’s common stock or the notes. In the case of repurchases effected concurrently with this offering, this activity could affect the market price of the Company’s common stock concurrently with, or shortly after, the pricing of the notes, and could result in a higher effective conversion price for the notes.

Goldman, Sachs & Co. will act as the sole initial purchaser for resale of the offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers of the notes will be made only by means of a confidential offering circular. The notes, the convertible note hedge transactions, the warrants and the shares of the Company’s common stock underlying these securities have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

ABOUT SANDISK

SanDisk Corporation (NASDAQ: SNDK), a Fortune 500 and S&P 500 company, is a global leader in flash storage solutions. For more than 25 years, SanDisk has expanded the possibilities of storage, providing trusted and innovative products that have transformed the electronics industry. Today, SanDisk’s quality, state-of-the-art solutions are at the heart of many of the world’s largest data centers, and embedded in advanced smart phones, tablets and PCs.  SanDisk’s consumer products are available at hundreds of thousands of retail stores worldwide. For more information, visit www.sandisk.com.

© 2013 SanDisk Corporation. All rights reserved. SanDisk is a trademark of SanDisk Corporation, registered in the United States and other countries.

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FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements regarding the Company’s intent to offer the notes and enter into related transactions and the intended use of proceeds from the proposed offering, that are based on the Company’s current expectations and subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate, including, among others:

·difficulties or delays in pricing or closing the proposed offering;

·the anticipated terms of the offering and the notes;

·the anticipated use of proceeds of the offering of the notes, including the Company’s ability to repurchase its outstanding indebtedness on acceptable terms;

·whether the convertible note hedge transactions and warrant transactions will become effective;

·termination or suspension of the Company’s existing or anticipated stock repurchase programs, which may occur at any time;

·fluctuations in the market price of the Company’s common stock; or

·the other risks detailed from time-to-time in the Company’s Securities and Exchange Commission filings and reports, including, but not limited to, the Company’s most recent quarterly report on Form 10-Q and annual report on Form 10-K.

Such risks and uncertainties could harm the Company’s business, financial condition and results of operations. The Company undertakes no obligation to update the information contained in this press release.

# # # # #

Investor Contacts:

Jay Iyer

408-801-2067

jay.iyer@sandisk.com

Brendan Lahiff

408-801-1732

brendan.lahiff@sandisk.com

Media Contact:

Lee Garvin Flanagin

408-801-2463

lee.flanagin@sandisk.com

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EX-99.2

Exhibit 99.2

CERTAIN INFORMATION EXCERPTED FROM SANDISK CORPORATION’S
PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 23, 2013

	Historical Twelve Months Ended September 29, 2013
	(unaudited, in thousands)
Credit Statistics:
Revenue	$	5,983,648
Adjusted EBITDA(1)	1,858,436
Free cash flow(1)	1,513,228
Cash and cash equivalents and marketable securities(2)	4,289,081
Face value of debt(3)	1,000,000
Net cash(4)	3,289,081
Face value of debt/Adjusted EBITDA(1)(3)	0.5x

(1)We present adjusted EBITDA (which we define as earnings before interest, taxes, depreciation, amortization, share-based compensation and impairment of acquisition-related intangibles) and free cash flow because we believe these non-GAAP measures provide investors the ability to better assess and understand our operating performance. We believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, we believe that investors, analysts and rating agencies will consider these measures useful in measuring our ability to meet our debt service obligations. In addition, we use free cash flow to establish operational goals and for measuring performance for compensation purposes. However, these measures are not recognized measures under GAAP, and when analyzing our financial results, investors should use these measures in addition, and not as an alternative, to net income or cash provided by operating activities, each as defined under GAAP. Since other companies may calculate these measures differently, these measures may not be comparable to similarly titled measures reported by other companies.

The following table reconciles net income to adjusted EBITDA for the twelve months ended September 29, 2013:

	Historical Twelve Months Ended September 29, 2013
	(unaudited, in thousands)
Net income	$	918,420
Interest	(29,717		)
Taxes	425,491
Depreciation	215,340
Amortization	154,189
Share-based compensation	91,485
Impairment of acquisition-related intangibles	83,228
Adjusted EBITDA	$	1,858,436

The following table reconciles free cash flow to cash provided by operating activities for the twelve months ended September 29, 2013:

	Historical Twelve Months Ended September 29, 2013
	(unaudited, in thousands)
Cash provided by operating activities	$	1,562,483
Property and equipment	(276,056		)
Investment in Flash Ventures, net	226,801
Free cash flow	$	1,513,228

(2)Marketable securities includes both short-term and long-term marketable securities.

(3)Face value of debt excludes any unamortized discounts or premiums related to the outstanding debt.

(4)Net cash is defined as cash and cash equivalents and marketable securities less face value of debt.