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MICRON TECHNOLOGY INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

July 24, 2014

Item 1.01. Entry into a Material Definitive Agreement.

On July 23, 2014, Micron Technology, Inc., a Delaware corporation ("Micron" or the "Company"), entered into a purchase agreement (the "Purchase Agreement") with Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers named therein (collectively, the "Initial Purchasers"), to issue and sell $1.15 billion aggregate principal amount of 5.50% Senior Notes due 2025 (the "Notes") in the United States 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 Company intends to use a portion of the net proceeds from the offering to pay the costs of extinguishing its obligations with respect to its outstanding 1.875% Convertible Senior Notes due 2031 (the "2031B Notes"), which may include payments in settlement of conversions of, or to repurchase or redeem, the 2031B Notes. The Company expects to use the balance of the net proceeds for the retirement of other convertible notes and debt and other general corporate purposes. The Purchase Agreement contains customary representations, warranties and covenants by the Company together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Purchase Agreement.

Item 8.01. Other Events.

On July 23, 2014, Micron issued a press release with respect to the pricing of its offer and sale of senior notes due 2025. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No. Description 10.1 Purchase Agreement, dated as of July 23, 2014, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers. 99.1 Press Release of Micron Technology, Inc., dated July 23, 2014, announcing pricing of senior notes offering. 2


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Source: Edgar Glimpses

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