Micron Prices $1.15 Billion Offering of 5.50% Senior Notes
July 23 2014 - 11:05PM
Micron Technology, Inc., (Nasdaq:MU) today announced the pricing of
an offering of $1.15 billion aggregate principal amount of its
5.50% senior notes due 2025 (the "Notes"). The Notes are being
offered to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"), and outside the United States to non-U.S. persons pursuant
to Regulation S under the Securities Act. The sale of the Notes is
expected to close on July 28, 2014, subject to the satisfaction of
customary closing conditions. Interest on the Notes will accrue at
a rate of 5.50% per year, and will be payable in cash semi-annually
in arrears, beginning on February 1, 2015.
The Notes will mature on February 1, 2025, unless earlier
repurchased or redeemed. Holders may require Micron to repurchase
their Notes upon the occurrence of certain change of control events
at a repurchase price equal to 101% of the principal amount thereof
plus accrued and unpaid interest, if any.
Prior to August 1, 2019, Micron may redeem the Notes, in whole
or in part, at a price equal to 100% of the principal amount
thereof plus a "make-whole" premium and accrued and unpaid
interest, if any. On or after August 1, 2019, Micron may redeem the
Notes, in whole or in part, at specified prices that decline over
time, plus accrued and unpaid interest, if any. In addition, Micron
may use the net cash proceeds of one or more equity offerings to
redeem up to 35% of the aggregate principal amount of the Notes
prior to August 1, 2017 at a price equal to 105.50% of the
principal amount thereof plus accrued and unpaid interest, if
any.
Micron intends to use a portion of the net proceeds from this
offering to extinguish its obligations with respect to its 1.875%
convertible senior notes due 2031 (the "2031B Notes"), which may
include payments in settlement of conversions of or to repurchase
or redeem such notes. Micron expects to use the balance of the net
proceeds for retirement of other convertible notes and debt and
other general corporate purposes. On July 23, 2014, Micron gave
notice to holders of the 2031B Notes that their notes will be
redeemed on August 22, 2014, except to the extent such notes are
converted or repurchased by Micron prior to such date, and its
current intent is to settle any such conversions entirely in cash
with a portion of the proceeds from the offering.
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 Notes will not be registered under the Securities Act, or
any state securities laws, and 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 securities
laws.
CONTACT: Kipp A. Bedard
Investor Relations
kbedard@micron.com
(208) 368-4465
Daniel Francisco
Media Relations
dfrancisco@micron.com
(208) 368-5584
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