Sandisk Corporation Enters $1.5B Revolving Credit Facility (Amendment No.1)

What Happened
On September 9, 2026, Sandisk Corporation (SNDK) entered into Amendment No. 1 to its February 21, 2025 Loan Agreement, creating a $1,500.0 million revolving credit facility that refinanced prior revolving commitments. U.S. dollar borrowings under the facility bear interest at the company's option either at Adjusted Term SOFR or Adjusted Daily Simple SOFR plus a 1.375% margin (subject to step-ups/downs based on Sandisk’s Net Leverage Ratio or corporate family ratings) or a base rate plus a 0.375% margin (also subject to step-ups/downs). The facility carries a 0.175% per annum commitment fee on undrawn amounts, allows borrowings in Euros, Yen and other agreed currencies, has no amortization and matures on September 9, 2031.

Key Details

• Revolving commitments: $1,500.0 million (refinanced prior revolving commitments).
• Interest margins (USD): SOFR + 1.375% p.a. or base rate + 0.375% p.a.; subject to step-ups/downs tied to Net Leverage Ratio or ratings.
• Fees and term: 0.175% p.a. commitment fee on undrawn commitments; maturity September 9, 2031; no scheduled principal amortization.
• Security & guarantees: Obligations are guaranteed by Sandisk Technologies, Inc. (SDT) and secured by Sandisk and SDT assets; future material U.S. wholly owned subsidiaries are required to guarantee and secure obligations (subject to exceptions).
• Covenants: Includes customary restrictions (debt and lien incurrence, mergers, asset transfers, dividends, investments, related‑party transactions) and a financial covenant limiting a maximum Leverage Ratio. Amendment also permits release of collateral/guarantees upon achieving certain investment‑grade ratings.

Why It Matters
The amendment secures a sizable $1.5B revolving facility and extends Sandisk’s committed liquidity through 2031, reducing near‑term refinancing risk. Interest costs will vary with chosen rate type and can change if Sandisk’s leverage or credit ratings move (via step‑ups/downs), so borrowing costs are linked to the company’s financial metrics and ratings. The secured nature of the facility and covenant package impose restrictions on corporate actions and may limit financial flexibility for the company and its subsidiaries. The full Amendment No. 1 is filed as Exhibit 10.1 to the 8‑K.