Micron Announces Pricing of Convertible Senior Notes Offerings
Micron Technology, Inc.
13.04.2012 14:00
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BOISE, Idaho, 2012-04-13 14:00 CEST (GLOBE NEWSWIRE) --
Micron Technology, Inc. (Nasdaq:MU) today announced the pricing of an offering
of $480.0 million aggregate principal amount of its 2.375% convertible senior
notes due 2032 (the '2032C Notes') and $390.0 million aggregate principal
amount of its 3.125% convertible senior notes due 2032 (the '2032D Notes' and,
together with the 2032C 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 $70.0 million
aggregate principal amount of 2032C Notes and up to an additional $60.0 million
aggregate principal amount of 2032D Notes on the same terms and conditions to
cover over-allotments, if any. Interest on the 2032C Notes will be paid
semi-annually at a rate of 2.375% per year and will mature on May 1, 2032,
unless earlier repurchased, redeemed or converted. Interest on the 2032D Notes
will be paid semi-annually at a rate of 3.125% per year and will mature on May
1, 2032, unless earlier repurchased, redeemed or converted.
Holders may require Micron to repurchase the 2032C Notes for cash on May 1,
2019 and the 2032D Notes for cash on May 1, 2021, 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 or shares of Micron common stock or a combination
thereof, at Micron's election. The initial conversion rate per $1,000 principal
amount of 2032C Notes is equivalent to 103.8907 shares of common stock, which
is equivalent to a conversion price of approximately $9.63 per share of common
stock, subject to adjustment in certain circumstances. This initial conversion
price represents a premium of 35% relative to the last reported sale price on
April 12, 2012 of Micron's common stock of $7.13. The initial conversion rate
per $1,000 principal amount of 2032D Notes is equivalent to 100.1803 shares of
common stock, which is equivalent to a conversion price of approximately $9.98
per share of common stock, subject to adjustment in certain circumstances. This
initial conversion price represents a premium of 40% relative to the last
reported sale price on April 12, 2012 of Micron's common stock of $7.13.
On or after May 1, 2016, in the case of the 2032C Notes, and on or after May 1,
2017, in the case of the 2032D Notes, Micron may redeem for cash all or part of
the Notes if the volume weighted average price of its common stock has been at
least 130% of the conversion price then in effect for such series of Notes 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. The redemption price will equal the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. If Micron redeems the Notes prior to May 4, 2019, in the case
of the 2032C Notes, or prior to May 4, 2021, in the case of the 2032D Notes, it
will make a 'make-whole premium' payment in cash equal to the present value of
all remaining scheduled payments of interest that would have been made on the
Notes to be redeemed had such Notes remained outstanding from the redemption
date to May 4, 2019, in the case of the 2032C Notes, or to May 4, 2021, in the
case of the 2032D Notes. Holders who convert Notes in connection with such
redemption will also be entitled to such make-whole premium payment. On or
after May 4, 2019, in the case of the 2032C Notes, and on or after May 4, 2021,
in the case of the 2032D Notes, Micron may redeem for cash all or part of the
Notes at a redemption price equal to the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest thereon.
The offering is expected to close on April 18, 2012, 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 number of
counterparties. The capped call transactions are expected to reduce the
potential dilution upon conversion of the Notes. The capped call transactions
relating to the 2032C Notes have a lower strike price of $9.80 and capped
prices ranging from $14.26 to $15.69, which are 100% to 120% higher than the
closing price of Micron's common stock on April 12, 2012. The capped call
transactions relating to the 2032D Notes have a lower strike price of $10.16
and capped prices ranging from $14.62 to $16.04, which are 105% to 125% higher
than the closing price of Micron's common stock on April 12, 2012. In
connection with establishing their initial hedge of these capped call
transactions, Micron expects that the counterparties will enter into various
over-the-counter derivative transactions with respect to Micron's 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 Micron's 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 Micron's 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 Micron's common stock in secondary market transactions
prior to maturity of the Notes (and are 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 $852 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 $89 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 expects to use the balance of the net proceeds for general corporate
purposes, which may include capital expenditures, working capital, strategic
acquisitions, joint ventures and other investments and repayment of other
indebtedness.
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.
The Micron Technology, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6950
Daniel Francisco
Micron Technology, Inc.
1-208-368-5584
dfrancisco@micron.com
News Source: NASDAQ OMX
13.04.2012 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Micron Technology, Inc.
United States
Phone:
Fax:
E-mail:
Internet:
ISIN: US5951121038
WKN:
End of Announcement DGAP News-Service
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Micron Technology, Inc.
13.04.2012 14:00
---------------------------------------------------------------------------
BOISE, Idaho, 2012-04-13 14:00 CEST (GLOBE NEWSWIRE) --
Micron Technology, Inc. (Nasdaq:MU) today announced the pricing of an offering
of $480.0 million aggregate principal amount of its 2.375% convertible senior
notes due 2032 (the '2032C Notes') and $390.0 million aggregate principal
amount of its 3.125% convertible senior notes due 2032 (the '2032D Notes' and,
together with the 2032C 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 $70.0 million
aggregate principal amount of 2032C Notes and up to an additional $60.0 million
aggregate principal amount of 2032D Notes on the same terms and conditions to
cover over-allotments, if any. Interest on the 2032C Notes will be paid
semi-annually at a rate of 2.375% per year and will mature on May 1, 2032,
unless earlier repurchased, redeemed or converted. Interest on the 2032D Notes
will be paid semi-annually at a rate of 3.125% per year and will mature on May
1, 2032, unless earlier repurchased, redeemed or converted.
Holders may require Micron to repurchase the 2032C Notes for cash on May 1,
2019 and the 2032D Notes for cash on May 1, 2021, 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 or shares of Micron common stock or a combination
thereof, at Micron's election. The initial conversion rate per $1,000 principal
amount of 2032C Notes is equivalent to 103.8907 shares of common stock, which
is equivalent to a conversion price of approximately $9.63 per share of common
stock, subject to adjustment in certain circumstances. This initial conversion
price represents a premium of 35% relative to the last reported sale price on
April 12, 2012 of Micron's common stock of $7.13. The initial conversion rate
per $1,000 principal amount of 2032D Notes is equivalent to 100.1803 shares of
common stock, which is equivalent to a conversion price of approximately $9.98
per share of common stock, subject to adjustment in certain circumstances. This
initial conversion price represents a premium of 40% relative to the last
reported sale price on April 12, 2012 of Micron's common stock of $7.13.
On or after May 1, 2016, in the case of the 2032C Notes, and on or after May 1,
2017, in the case of the 2032D Notes, Micron may redeem for cash all or part of
the Notes if the volume weighted average price of its common stock has been at
least 130% of the conversion price then in effect for such series of Notes 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. The redemption price will equal the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. If Micron redeems the Notes prior to May 4, 2019, in the case
of the 2032C Notes, or prior to May 4, 2021, in the case of the 2032D Notes, it
will make a 'make-whole premium' payment in cash equal to the present value of
all remaining scheduled payments of interest that would have been made on the
Notes to be redeemed had such Notes remained outstanding from the redemption
date to May 4, 2019, in the case of the 2032C Notes, or to May 4, 2021, in the
case of the 2032D Notes. Holders who convert Notes in connection with such
redemption will also be entitled to such make-whole premium payment. On or
after May 4, 2019, in the case of the 2032C Notes, and on or after May 4, 2021,
in the case of the 2032D Notes, Micron may redeem for cash all or part of the
Notes at a redemption price equal to the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest thereon.
The offering is expected to close on April 18, 2012, 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 number of
counterparties. The capped call transactions are expected to reduce the
potential dilution upon conversion of the Notes. The capped call transactions
relating to the 2032C Notes have a lower strike price of $9.80 and capped
prices ranging from $14.26 to $15.69, which are 100% to 120% higher than the
closing price of Micron's common stock on April 12, 2012. The capped call
transactions relating to the 2032D Notes have a lower strike price of $10.16
and capped prices ranging from $14.62 to $16.04, which are 105% to 125% higher
than the closing price of Micron's common stock on April 12, 2012. In
connection with establishing their initial hedge of these capped call
transactions, Micron expects that the counterparties will enter into various
over-the-counter derivative transactions with respect to Micron's 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 Micron's 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 Micron's 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 Micron's common stock in secondary market transactions
prior to maturity of the Notes (and are 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 $852 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 $89 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 expects to use the balance of the net proceeds for general corporate
purposes, which may include capital expenditures, working capital, strategic
acquisitions, joint ventures and other investments and repayment of other
indebtedness.
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.
The Micron Technology, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6950
Daniel Francisco
Micron Technology, Inc.
1-208-368-5584
dfrancisco@micron.com
News Source: NASDAQ OMX
13.04.2012 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Micron Technology, Inc.
United States
Phone:
Fax:
E-mail:
Internet:
ISIN: US5951121038
WKN:
End of Announcement DGAP News-Service
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