Crucial 2011 Annual Report Download - page 69

Shareholders’ Equity
Repurchase of Common Stock
On July 26, 2011, we paid $150 million to repurchase 19.7 million shares of common stock at $7.60 per share.
Issuance of Restricted Shares For Acquisition of Numonyx
On May 7, 2010 in connection with the acquisition of Numonyx, we issued 137.7 million shares of our common stock to Intel,
STMicroelectronics N.V. and Redwood Blocker S.a.r.l. and issued 4.8 million restricted stock units. The shares of common stock issued were
restricted from sale until November 6, 2010. In addition, 21.0 million of the shares of stock issued were placed in escrow as partial security for
Numonyx shareholders' indemnity obligations. During 2011, the Numonyx shareholders sold all of the
21.0 million shares in escrow. Of the
restricted stock units issued, 1.6 million were vested as of the time of issuance. (See "Numonyx" note.)
Issuance of Common Stock
On April 15, 2009, we issued 69.3 million shares of common stock for $4.15 per share in a public offering. We received net proceeds of
$276
million , net of underwriting fees and other offering costs of $12 million .
Capped Call Transactions
Concurrent with the offering of the 2031 Notes, in July 2011, we entered into capped call transactions (the "2011 Capped Calls") that have an
initial strike price of approximately $9.50 per share, subject to certain adjustments, which was set to equal the initial conversion price of the 2031
Notes. The 2011 Capped Calls are in four equal tranches, have cap prices of
$11.40 , $12.16 , $12.67 and $13.17 per share, and cover, subject to
anti-dilution adjustments similar to those contained in the 2031 Notes, an approximate combined total of 72.6 million shares of common
stock. The 2011 Capped Calls expire on various dates between July 2014 and February 2016 . The 2011 Capped Calls are intended to reduce the
potential dilution upon conversion of the 2031 Notes. Settlement of the 2011 Capped Calls in cash on their respective expiration dates would
result in us receiving an amount ranging from zero if the market price per share of our common stock is at or below $9.50 to a maximum of
$207 million . We paid $57 million to purchase the 2011 Capped Calls. The 2011 Capped Calls are considered capital transactions and the
related cost was recorded as a charge to additional capital.
Concurrent with the offering of the 2013 Notes in April 2009, we entered into capped call transactions (the "2009 Capped Calls") that have an
initial strike price of approximately $5.08 per share, subject to certain adjustments, which was set to equal the initial conversion price of the 2013
Notes. The 2009 Capped Calls have a cap price of
$6.64 per share and cover, subject to anti-dilution adjustments similar to those contained in the
2013 Notes, an approximate combined total of 45.2 million shares of common stock, and are subject to standard adjustments for instruments of
this type. The 2009 Capped Calls expire in October 2012 and November 2012 . The 2009 Capped Calls are intended to reduce the potential
dilution upon conversion of the 2013 Notes. Settlement of the 2009 Capped Calls in cash on their respective expiration dates would result in us
receiving an amount ranging from zero if the market price per share of our common stock is at or below $5.08 to a maximum of $70 million if the
market price of our common stock exceeds $6.64 per share. We paid $25 million to purchase the 2009 Capped Calls. The 2009 Capped Calls are
considered capital transactions and the related cost was recorded as a charge to additional capital.
Concurrent with the offering of the 2014 Notes in May 2007, we entered into three capped call transactions (the "2007 Capped Calls") that
have an initial strike price of approximately $14.23 per share, subject to certain adjustments, which was set to equal the initial conversion price of
the 2014 Notes. The 2007 Capped Calls are in three equal tranches, have cap prices of $17.25 , $20.13 and $23.00
per share, and cover, subject to
anti-dilution adjustments similar to those contained in the 2014 Notes, an approximate combined total of 91.3 million shares of common
stock. The 2007 Capped Calls expire on various dates between November 2011 and December 2012 . The 2007 Capped Calls are intended to
reduce the potential dilution upon conversion of the 2014 Notes. Settlement of the 2007 Capped Calls in cash on their respective expiration dates
would result in us receiving an amount ranging from zero if the market price per share of our common stock is at or below $14.23 to a maximum
of $538 million . We paid $151 million to purchase the 2007 Capped Calls. The 2007 Capped Calls are considered capital transactions and the
related cost was recorded as a charge to additional capital.
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