8-KMaterial AgreementsRegulation FD

MICRON TECHNOLOGY INC 8-K Report, Material Agreement (Dec 10, 2024)

Filed December 10, 2024For Securities:MU

Summary

Micron Technology, Inc. (MU) has entered into material definitive agreements with the U.S. Department of Commerce under the CHIPS Incentives Program. These agreements include direct funding grants totaling up to $6.1 billion for the construction of new semiconductor fabrication facilities in Idaho ($1.5 billion) and New York ($4.6 billion), along with an additional $65 million for workforce development. Micron has opted out of the government loan components previously considered, choosing instead to rely on these grant awards to reimburse eligible project costs upon milestone achievement. Additionally, a related agreement secures up to $275 million for the modernization of DRAM production in Virginia. These significant government grants will substantially de-risk and accelerate Micron's planned U.S. manufacturing expansion. The funding is contingent on achieving specific construction, tool installation, and wafer production milestones, and includes covenants related to CHIPS Act requirements, national security objectives, and restrictions on engaging with certain foreign entities. The agreements also outline provisions for potential clawbacks and upside sharing on project profits for the government, as well as restrictions on dividends and share repurchases, with specific allowances for customary dividends and limited share repurchases in the initial years.

Key Highlights

  • 1Micron secured up to $6.1 billion in direct CHIPS Act grants for new semiconductor fab construction in Idaho ($1.5B) and New York ($4.6B), plus $65M for workforce development.
  • 2An additional non-binding preliminary memorandum of terms was signed for up to $275 million in grants for DRAM production modernization in Virginia.
  • 3Micron has elected to forgo the government loan options previously considered, relying solely on the grant funding.
  • 4Funding disbursements are tied to the achievement of construction, tool installation, and wafer production milestones.
  • 5The agreements include provisions for potential 'clawbacks' of awarded funds and government participation in project profits (upside sharing) under certain conditions.
  • 6Restrictions are in place regarding dividends and share repurchases, with specific carve-outs for customary dividends and limited share repurchases in the initial five-year period post-award.
  • 7The Funding Agreements contain covenants related to compliance with CHIPS Act requirements, national security objectives, and restrictions on dealings with 'entities of concern'.

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