Micron Technology Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 29, 2025, Micron Technology, Inc. ("Micron," "we," "us," or "our") settled its offering of (i) $500,000,000 aggregate principal amount of 5.65% senior notes due 2032 (the "2032 Notes"), and (ii) $1,250,000,000 aggregate principal amount of 6.05% senior notes due 2035 (the "2035 Notes" and, together with the 2032 Notes, the "Notes"). The Notes were issued and sold in a public offering pursuant to a registration statement on Form S-3 (File No. 333-275276), including the prospectus contained therein (the "Base Prospectus"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated April 24, 2025, a related final prospectus supplement dated April 24, 2025 (together with the Base Prospectus, the "Prospectus"), and a free writing prospectus dated April 24, 2025.
Each series of Notes was issued pursuant to an indenture, dated as of February 6, 2019 (the "Base Indenture"), between Micron and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as supplemented by a tenth supplemental indenture, dated as of April 29, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Indenture contains certain covenants, events of default and other customary provisions.
The 2032 Notes bear interest at a rate of 5.65% per year and will mature on November 1, 2032. The 2035 Notes bear interest at a rate of 6.05% per year and will mature on November 1, 2035. Interest on each series of Notes is payable on May 1 and November 1 of each year, beginning on November 1, 2025.
Prior to the applicable Par Call Date (as defined below), we may redeem the Notes of any series at our option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current treasury rate plus 25 basis points, in the case of the 2032 Notes, and 30 basis points, in the case of the 2035 Notes, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Notes of the applicable series to be redeemed, and plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the date of redemption. In addition, we may, at our option, redeem the 2032 Notes and the 2035 Notes on or after the applicable Par Call Date, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes of the applicable series to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. "Par Call Date" means September 1, 2032 (two months prior to the maturity date), in the case of the 2032 Notes, and August 1, 2035 (three months prior to the maturity date), in the case of the 2035 Notes.
If we experience specified change of control triggering events with respect to the Notes of a series, we must offer to repurchase the Notes of such series at a price equal to 101% of the principal amount of such Notes repurchased, plus accrued and unpaid interest, if any.
The Indenture contains limited affirmative and negative covenants of Micron, each of which is subject to a number of limitations and exceptions in the Indenture. The negative covenants restrict our ability and certain of our subsidiaries to incur liens on Principal Property (as defined in the Indenture); to engage in sale and lease-back transactions with respect to any Principal Property; and our ability to consolidate, merge or convey, transfer or lease all or substantially all of our properties and assets.
Events of default under the Indenture include a failure to make payments, non-performance of affirmative and negative covenants, and the occurrence of bankruptcy and insolvency-related events. Our obligations may be accelerated upon an event of default, in which case the entire principal amount of the Notes would become immediately due and payable.
We intend to use the net proceeds from the sale of the Notes to pay the redemption price of the 2027 Notes (as defined below), and terminate the fixed-to-floating interest rate swaps we entered into in connection with the 2027 Notes and any remainder of the net proceeds for general corporate purposes, which may include the repayment of other indebtedness.
The foregoing description of certain terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture, the form of the 2032 Notes and the form of the 2035 Notes, which are filed with this report as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
| Item 8.01. | Other Events. |
Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to Micron, has issued an opinion to Micron dated April 29, 2025 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto.
On April 24, 2025, we issued a notice to redeem in full our outstanding 4.185% Senior Notes due 2027 (the "2027 Notes"). The redemption of the 2027 Notes will be effected pursuant to the terms of the Second Supplemental Indenture, dated as of July 12, 2019 (the "2027 Indenture"), that governs the 2027 Notes. We will redeem $900,000,000 in aggregate principal amount at a price equal to 100% of the principal amount thereof, plus a make-whole premium determined pursuant to the terms of the 2027 Indenture, plus any accrued and unpaid interest to, but excluding, such redemption date.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| Date: April 29, 2025 | MICRON TECHNOLOGY, INC. | |
| By: | /s/ Mark Murphy | |
| Name: | Mark Murphy | |
| Title: | Executive Vice President and Chief Financial Officer | |