Crucial 2012 Annual Report Download - page 66

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Cash Repurchase at the Option of the Holder: We may be required by the holders of the 2031 Notes to repurchase for
cash all or a portion of the 2031A Notes on August 1, 2018 and all or a portion of the 2031B Notes on August 1, 2020. The
repurchase price is equal to the principal amount, plus accrued and unpaid interest. Upon a change in control or a termination
of trading, as defined in the indenture, we may be required by the holders of the 2031 Notes to repurchase for cash all or a
portion of their 2031 Notes at a repurchase price equal to the principal amount plus accrued and unpaid interest.
2027 Notes
In connection with a debt restructure in 2011 (see "Debt Restructure" below), we issued $175 million of the 2027 Notes
due June 2027. The initial conversion rate is 91.7431 shares of common stock per $1,000 principal amount or approximately
$10.90 per share, and is subject to adjustment upon the occurrence of certain events specified in the indenture.
Conversion Rights: Holders may convert their 2027 Notes under the following circumstances: (1) during any calendar
quarter if the closing price of our common stock for at least 20 trading days in the 30 consecutive trading days ending on the
last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price (approximately
$14.17 per share); (2) if the 2027 Notes have been called for redemption; (3) if specified distributions or corporate events
occur; (4) if the trading price of the 2027 Notes is less than 98% of the product of the closing price of our common stock and
the conversion rate of the 2027 Notes during the period specified in the indenture; (5) upon our election to terminate the
conversion right of the 2027 Notes; or (6) after March 1, 2027.
Upon conversion, we will pay cash up to the aggregate principal amount and shares of common stock or cash, at our
option, for any remaining conversion obligation. As a result of the conversion provisions in the indenture, upon conversion of
the 2027 Notes, only the amounts payable in excess of the principal amounts of the 2027 Notes are considered in diluted
earnings per share under the treasury stock method.
Cash Redemption at Our Option: We may redeem for cash the 2027 Notes on or after June 1, 2014 at a price equal to the
principal amount plus accrued and unpaid interest.
Cash Repurchase at the Option of the Holder: We may be required by the holders of the 2027 Notes to repurchase for
cash the 2027 Notes on June 1, 2017. The repurchase price is equal to the principal amount, plus accrued and unpaid interest.
Upon a change in control or a termination of trading, as defined in the indenture, we may be required by the holders of the 2027
Notes to repurchase for cash all or a portion of their 2027 Notes at a repurchase price equal to the principal amount plus
accrued and unpaid interest.
Termination of Conversion Rights: We may elect to terminate the conversion right of the 2027 Notes if the daily volume
weighted average price of our common stock is greater than or equal to 130% of the conversion price (approximately $14.17
per share) for at least 20 trading days during any 30 consecutive trading day period. If we terminate the conversion right prior
to June 1, 2014 and any 2027 Notes are converted in connection with the termination, we will pay a make-whole premium
equal to the accrued interest as of the conversion date plus the present value of remaining interest that would have been paid
through May 31, 2014, discounted using a U.S. Treasury bond with an equivalent term. Subject to the terms of the indenture,
we may, at our election, deliver shares of common stock in lieu of cash with respect to this make-whole payment.
Intel Note
In connection with the IM Flash joint venture agreements, on April 6, 2012, we borrowed $65 million under a two-year
senior unsecured promissory note from Intel, payable in approximately equal quarterly installments with interest at a rate of 3-
month LIBOR minus 50 basis points. The proceeds of the loan are to be used to fund purchases of equipment relating to the
research and development or manufacturing of certain emerging memory technologies. (See "Consolidated Variable Interest
Entities – IM Flash" note.)
2013 Notes Conversion
In the third quarter of 2012, we provided a written notice that we would redeem our 2013 convertible senior notes on June
4, 2012. As of June 4, 2012, the entire $139 million of principal amount of the 2013 Notes had been converted by holders into
27.3 million shares. We were required to pay a make-whole premium of $9 million, which is reflected in interest expense.