8-KMaterial AgreementsOther Events

MICRON TECHNOLOGY INC 8-K Report, Agreement Terminated (May 15, 2014)

Filed May 15, 2014For Securities:MU

Summary

Micron Technology, Inc. (MU) has filed an 8-K report detailing two significant financial events that occurred around early May 2014. The company terminated its 2011 Capped Call transactions, which were initially put in place to mitigate potential dilution from its 2031 Convertible Senior Notes. The termination is expected to result in the company receiving approximately 3 million shares from its counterparties. Additionally, Micron repurchased a combined aggregate principal amount of $99 million of its 2032 convertible notes (specifically $39 million of 2032D Notes and $60 million of 2032C Notes) for approximately $253 million in cash. These repurchases are anticipated to result in an approximate $8 million charge in the third quarter of fiscal 2014.

Key Highlights

  • 1Termination of 2011 Capped Call transactions related to 2031 Convertible Senior Notes.
  • 2Company to receive approximately 3 million shares as a result of the capped call termination.
  • 3Repurchase of approximately $39 million aggregate principal amount of 2032D Convertible Senior Notes for cash.
  • 4Repurchase of approximately $60 million aggregate principal amount of 2032C Convertible Senior Notes for cash.
  • 5Total convertible note repurchases amount to approximately $99 million in principal.
  • 6An estimated charge of $8 million is expected in Q3 fiscal 2014 due to these note repurchases.
  • 7A director entered into a 10b5-1 trading plan to sell up to 73,000 shares over 12 months starting July 2014.

Frequently Asked Questions

The termination of the 2011 Capped Calls, originally designed to limit dilution from the 2031 Convertible Senior Notes, is beneficial for Micron as it will receive approximately 3 million shares from the counterparties. This action effectively unwinds a hedging instrument associated with earlier convertible note issuances.

Micron repurchased approximately $99 million in aggregate principal amount of its 2032 Convertible Senior Notes (both 2032C and 2032D series) in privately negotiated transactions. This was done for approximately $253 million in cash. The company expects to record an approximate $8 million charge in the third quarter of fiscal 2014 related to these repurchases, which suggests the repurchase price was above the carrying value of the notes.

A director, Mercedes Johnson, has adopted a Rule 10b5-1 trading plan. This is a pre-arranged plan that allows company insiders to sell a predetermined number of shares over a specified period, providing a way to diversify their holdings without being subject to accusations of insider trading. Ms. Johnson's plan allows for the sale of up to 73,000 shares over 12 months, beginning in July 2014.