Micron may not redeem the 2033E Notes prior to February 20, 2018 or the 2033F Notes prior to February 20, 2020. On or after February 20, 2018, in the case of the 2033E Notes, and on or after February 20, 2020, in the case of the 2033F Notes, Micron may redeem for cash all or part of the 2033 Notes at a redemption price equal to the sum of 100% of the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest thereon, including any additional interest to, but excluding, the repurchase date.
The offering is expected to close on February 12, 2013, subject to customary closing conditions.
In connection with the offering of the 2033 Notes, Micron entered into capped call transactions relating to shares of Micron common stock with a number of counterparties. The capped call transactions are expected to reduce the potential dilution upon conversion of the 2033 Notes. The capped call transactions relating to the 2033E Notes have a lower strike price of $10.93 and a capped price of $14.51, which is 82.5% higher than the closing price of Micron's common stock on February 6, 2013. The capped call transactions relating to the 2033F Notes have a lower strike price of $10.93 and a capped price of $14.51, which is 82.5% higher than the closing price of Micron's common stock on February 6, 2013. In connection with establishing their initial hedge of these capped call transactions, Micron expects that the counterparties and/or their affiliates may enter into various over-the-counter derivative transactions with respect to Micron's common stock concurrently with, or shortly after, the pricing of the 2033 Notes and may unwind or enter into various over-the-counter derivatives and/or purchase Micron's common stock in secondary market transactions after the pricing of the 2033 Notes. These activities could have the effect of increasing or preventing a decline in the price of Micron's common stock concurrently with or following the pricing of the 2033 Notes. In addition, the counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling Micron's common stock in secondary market transactions prior to maturity of the 2033 Notes (and are likely to do so on each exercise date of the capped call transactions). Micron estimates the cost of the capped call transactions to be approximately $43 million, exclusive of the cost of any additional capped call transactions with respect to the initial purchasers' possible exercise of their over-allotment option with respect to the 2033 Notes.
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