Crucial 2013 Annual Report Download - page 80

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On October 2, 2012, we entered into a facility agreement to obtain financing collateralized by semiconductor production
equipment. Subject to customary conditions, we could draw up to $214 million under the facility agreement. Amounts drawn
are payable in 10 equal semi-annual installments beginning six months after the draw date. On October 18, 2012, we drew
$173 million with interest at 2.4% per annum. On January 31, 2013, we drew the remaining $41 million with interest at 2.4%
per annum. The facility agreement contains customary covenants and events of default. As of August 29, 2013, the
outstanding balance was $191 million.
On July 31, 2013, in connection with our acquisition of the Elpida Companies and purchase of the Rexchip shares from
Powerchip, we recorded a note payable of $120 million, which is collateralized by building and certain production equipment.
The note is denominated in New Taiwan dollars. Principal on the note is payable in equal quarterly installments through May
2016 and accrued interest is payable monthly. Interest accrues at a variable rate of 0.85% above the secondary market rate for
90-day New Taiwan dollar commercial paper, subject to a minimum interest rate of 2.50% per annum. As of August 29, 2013,
the outstanding balance was $110 million.
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
three-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. As of August 29, 2013, the
outstanding balance was $25 million. (See "Consolidated Variable Interest Entities – IM Flash" note.)
Revolving Credit Facilities
On September 5, 2012, we entered into a three-year revolving credit facility. Under this credit facility, we can draw up to
the lesser of $255 million or 80% of the net outstanding balance of certain trade receivables. Amounts drawn would be
collateralized by a security interest in such receivables. The availability of the facility is subject to certain customary
conditions, including the absence of any event or circumstance that has a material adverse effect on our business or financial
condition. The revolving credit facility contains customary covenants and a repayment provision in the event that the
maximum aging of the receivables exceeds a specified threshold. Interest is payable monthly on any outstanding principal
balance at a variable rate equal to the 30-day Singapore Interbank Offering Rate plus 2.8% per annum. As of August 29, 2013,
we had not drawn any of the $255 million available under this facility.
On June 27, 2013, we entered into a senior secured three-year revolving credit facility, collateralized by a security interest
in certain trade receivables. Under this facility, we can draw up to 85% of the net outstanding balance of certain trade
receivables, subject to certain adjustments, including an availability block that has the effect of limiting the maximum
committed draw amount to approximately $153 million. The revolving credit facility contains customary covenants and
conditions, including as a funding condition the absence of any event or circumstance that has a material adverse effect on our
business or financial condition. Generally, interest is payable on any outstanding principal balance at a variable rate equal to
the LIBOR plus a spread from 1.5% to 2.0%, or at our option, at a rate equal to an alternate base rate (defined as the highest of
(1) the prime rate, (2) one-month LIBOR plus 1.0% or (3) the Federal Funds Effective Rate) plus a spread from 0.5% to 1.0%.
In either case, the spread added to the applicable interest rate basis varies depending upon the amount of the monthly average
undrawn availability under the facility. As of August 29, 2013, we had not drawn any of the $153 million available under this
facility.
2013 Notes Conversion
In 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.