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
July 20, 2011
Date of Report (date of earliest event reported)
MICRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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1-10658 |
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75-1618004 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification |
8000 South Federal Way
Boise, Idaho 83716-9632
(Address of principal executive offices)
(208) 368-4000
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
Item 8.01. Other Events.
On July 20, 2011, Micron Technology, Inc. (Micron) issued a press release announcing the proposed private placement of $600.0 million aggregate principal amount of convertible senior notes due 2031. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated by reference.
On July 21, 2011, Micron issued a press release with respect to the pricing of its offer and sale of $600.0 million aggregate principal amount of convertible senior notes due 2031. A copy of this press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
Item 9.01. |
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Financial Statements and Exhibits. |
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(d) Exhibits. |
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The following exhibits are filed herewith: |
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Exhibit |
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Description |
99.1 |
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Press Release of Micron Technology, Inc., dated July 20, 2011, announcing $600.0 million offering of convertible senior notes. |
99.2 |
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Press Release of Micron Technology, Inc., dated July 21, 2011, announcing pricing of convertible senior notes offerings. |
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.
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MICRON TECHNOLOGY, INC. | |
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Date: July 21, 2011 |
By: |
/s/ Ronald C. Foster |
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Name: |
Ronald C. Foster |
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Title: |
Vice President of Finance and |
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Chief Financial Officer |
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JULY 20, 2011
Exhibit |
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Description |
99.1 |
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Press Release of Micron Technology, Inc., dated July 20, 2011, announcing $600.0 million offering of convertible senior notes. |
99.2 |
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Press Release of Micron Technology, Inc., dated July 21, 2011, announcing pricing of convertible senior notes offerings. |
Exhibit 99.1
Micron Launches $600.0 Million Offering of Convertible Senior Notes
Notes to be Net Share Settled Upon Conversion
Proceeds to be Used for Concurrent Share Repurchases, Capped Call Premiums and General Corporate Purposes
Boise, Idaho, July 20, 2011 (GLOBAL NEWS WIRE) Micron Technology, Inc. (Nasdaq: MU) today announced that it intends to offer, subject to market and other considerations, $300.0 million aggregate principal amount of convertible senior notes due 2031 (the 2031A Notes) and $300.0 million aggregate principal amount of convertible senior notes due 2031 (the 2031B Notes and, together with the 2031A Notes, the Notes) through an offering in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act).
In connection with this offering, Micron intends to grant the initial purchasers an over-allotment option with respect to an additional $45.0 million aggregate principal amount of 2031A Notes and an additional $45.0 million aggregate principal amount of 2031B Notes.
The terms of the Notes will require Micron to repurchase such Notes for cash on dates to be determined, in each case at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding the repurchase date. In addition, the terms of the Notes will permit holders to require Micron to repurchase their notes upon a change of control or a termination of trading at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding the repurchase date.
The Notes will be convertible, subject to certain conditions, into cash up to the principal amount of the Notes and, with respect to any excess conversion value, cash or shares of Micron common stock or a combination thereof, at Microns election. The interest rate, the initial conversion price, redemption provisions and other terms of the Notes will be determined by negotiations between Micron and the initial purchasers.
In connection with the offering of the Notes, Micron plans to enter into capped call transactions with one or more counterparties, which will include some of the initial purchasers and/or their affiliates. The capped call transactions are intended to reduce the potential dilution upon conversion of the Notes.
In connection with establishing their initial hedge of the capped call transactions, Micron expects that the counterparties will enter into various over-the-counter derivative transactions with respect to Microns common stock concurrently with, or shortly after, the pricing of the Notes and may unwind or enter into various over-the-counter derivatives and/or purchase Microns common stock in secondary market transactions following the pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of Microns common stock concurrently with or following the pricing of the Notes. In addition, the counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling Microns common stock in secondary market transactions prior to the maturity of the Notes (and are likely to do so on each exercise date of the capped call transactions).
Micron intends to use a portion of the net proceeds from these offerings to pay the cost of the capped call transactions entered into in connection with the offering of the Notes. A portion of the net proceeds will be used to repurchase shares of Microns common stock pursuant to a Board authorized $150.0 million stock repurchase program including purchases in negotiated transactions with institutional investors in the offering through one of the initial purchasers, as Microns agent, subject to availability, in other privately negotiated or market transactions following the offering and the remainder will be used for general corporate purposes, including working capital, capital expenditures, and potential acquisitions and strategic transactions.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
Exhibit 99.2
Micron Announces Pricing of Convertible Senior Notes Offerings
Notes to be net share settled upon conversion
Proceeds to be used for concurrent share repurchases, capped call premiums and general corporate purposes
Boise, Idaho, July 21, 2011 (GLOBE NEWSWIRE) Micron Technology, Inc. (Nasdaq: MU) today announced the pricing of an offering of $300.0 million aggregate principal amount of its 1.50% convertible senior notes due 2031 (the 2031A Notes) and $300.0 million aggregate principal amount of its 1.875% convertible senior notes due 2031 (the 2031B Notes and, together with the 2031A Notes, the Notes). The Notes are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). Micron has granted the initial purchasers an option to purchase up to an additional $45.0 million aggregate principal amount of 2031A Notes and up to an additional $45.0 million aggregate principal amount of 2031B Notes on the same terms and conditions to cover over-allotments, if any. Interest on the 2031A Notes will be paid semi-annually at a rate of 1.50% per year and will mature on August 1, 2031, unless earlier repurchased, redeemed or converted. Interest on the 2031B Notes will be paid semi-annually at a rate of 1.875% per year and will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.
Holders may require Micron to repurchase the 2031A Notes for cash on August 1, 2018 and the 2031B Notes for cash on August 1, 2020, in each case at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding the repurchase date. In addition, holders may require Micron to repurchase their notes upon a change of control or a termination of trading at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding the repurchase date.
Each series of Notes will be convertible, subject to the satisfaction of certain conditions, into cash up to the principal amount of such Notes, and with respect to any excess conversion value, cash or shares of Micron common stock or a combination thereof, at Microns election. The initial conversion rate per $1,000 principal amount of 2031A Notes is equivalent to 105.2632 shares of common stock, which is equivalent to a conversion price of approximately $9.50 per share of common stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of 25% relative to the last reported sale price on July 20, 2011 of Microns common stock of $7.60. The initial conversion rate per $1,000 principal amount of 2031B Notes is equivalent to 105.2632 shares of common stock, which is equivalent to a conversion price of approximately $9.50 per share of common stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of 25% relative to the last reported sale price on July 20, 2011 of Microns common stock of $7.60.
On or after August 5, 2013, in the case of the 2031A Notes, and on or after August 5, 2014, in the case of the 2031B Notes, Micron may redeem for cash all or part of the Notes if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive
trading day period ending within five trading days prior to the date on which Micron provides notice of redemption, at a redemption price equal to the principal amount thereof plus accrued and unpaid interest thereon plus a make-whole premium. If Micron redeems the 2031A Notes prior to August 5, 2015 or the 2031B Notes prior to August 5, 2016, Micron will make a make-whole premium payment in cash equal to the present value of all remaining scheduled payments of interest on the notes to be redeemed to August 5, 2015, in the case of the 2031A Notes, or to August 5, 2016, in the case of the 2031B Notes.
Micron may redeem the 2031A Notes for cash on or after August 5, 2015 and may redeem the 2031B Notes for cash on or after August 5, 2016 at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon.
The offering is expected to close on July 26, 2011, subject to customary closing conditions.
In connection with the offering of the Notes, Micron entered into capped call transactions relating to shares of Micron common stock with a counterparty. The capped call transactions are expected to reduce the potential dilution upon conversion of the Notes. The capped call transactions each have a lower strike price of $9.50. The capped call transactions have capped prices ranging from $11.40 to $13.17, which are 50% to 73.3% higher than the closing price of Microns common stock on July 20, 2011. In connection with establishing their initial hedge of these capped call transactions, Micron expects that the counterparty will enter into various over-the-counter derivative transactions with respect to Microns common stock concurrently with, or shortly after, the pricing of the Notes and may unwind or enter into various over-the-counter derivatives and/or purchase Microns common stock in secondary market transactions after the pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of Microns common stock concurrently with or following the pricing of the Notes. In addition, the counterparty may modify or unwind its hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling Microns common stock in secondary market transactions prior to maturity of the Notes (and is likely to do so on each exercise date of the capped call transactions).
The aggregate net proceeds to Micron from the offering of the Notes will be approximately $584.4 million, exclusive of any proceeds attributable to the initial purchasers possible exercise of their over-allotment options. Micron intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions. Micron estimates the cost of the capped call transactions to be approximately $48.3 million, exclusive of the cost of additional capped call transactions with respect to the initial purchasers possible exercise of their over-allotment option with respect to the Notes. Micron also intends to use approximately $150.0 million of the net proceeds to repurchase shares of Microns common stock in negotiated transactions with institutional investors in the offering through one of the initial purchasers, as Microns agent, and the remainder will be used for general corporate purposes, including working capital, capital expenditures, and potential acquisitions and strategic transactions.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.