Crucial 2012 Annual Report Download - page 65

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Conversion Rights: Holders may convert their 2032 Notes under the following circumstances: (1) if the 2032 Notes are
called for redemption; (2) 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 preceding calendar quarter is more than 130% of the
conversion price (approximately $12.52 per share for the 2032C Notes and $12.97 per share for the 2032D Notes) of the 2032C
or 2032D Notes; (3) during the five business day period immediately after any five consecutive trading day period in which the
trading price of the 2032C or 2032D Notes is less than 98% of the product of the closing price of our common stock and the
conversion rate of the 2032C or 2032D Notes; (4) if specified distributions or corporate events occur, as set forth in the
indenture for the 2032 Notes; or (5) at any time after February 1, 2032.
We have the option to pay cash, issue shares of common stock or any combination thereof for the aggregate amount due
upon conversion. It is our current intent to settle the principal amount of the 2032 Notes in cash upon conversion. As a result,
upon conversion of the 2032 Notes, only the amounts payable in excess of the principal amounts of the 2032 Notes are
considered in diluted earnings per share under the treasury stock method.
Cash Redemption at Our Option: We may redeem for cash the 2032C Notes on or after May 1, 2016 and the 2032D
Notes on or after May 1, 2017 if the volume weighted average price of our common stock has been at least 130% of the
conversion price (approximately $12.52 per share for the 2032C Notes and $12.97 per share for the 2032D Notes) for at least
20 trading days during any 30 consecutive trading day period. The redemption price will equal the principal amount plus
accrued and unpaid interest. If we redeem the 2032C Notes prior to May 4, 2019, or the 2032D Notes prior to May 4, 2021, we
will also pay a make-whole premium in cash equal to the present value of all remaining scheduled payments of interest from
the redemption date to May 4, 2019 for the 2032C Notes, or to May 4, 2021 for the 2032D Notes, using a discount rate equal to
150 basis points.
Cash Repurchase at the Option of the Holder: We may be required by the holders of the 2032 Notes to repurchase for
cash all or a portion of the 2032C Notes on May 1, 2019 and all or a portion of the 2032D Notes on May 1, 2021. 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, holders of the 2032 Notes may require us to repurchase for cash all or a portion of their
2032 Notes at a repurchase price equal to the principal amount plus accrued and unpaid interest.
2031A and 2031B Notes
On July 26, 2011, we issued $345 million of the 2031A Notes and $345 million of 2031B Notes (collectively referred to as
the "2031 Notes"), each due August 2031. The initial conversion rate for the 2031 Notes is 105.2632 shares of common stock
per $1,000 principal amount, equivalent to an initial conversion price of approximately $9.50 per share of common stock.
Interest is payable in February and August of each year.
Conversion Rights: Holders may convert their 2031 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 preceding calendar quarter is more than 130% of the conversion price of the 2031 Notes (approximately
$12.35 per share); (2) if the 2031 Notes are called for redemption; (3) if specified distributions or corporate events occur, as set
forth in the indenture for the 2031 Notes; (4) if the trading price of the 2031 Notes is less than 98% of the product of the
closing price of our common stock and the conversion rate of the 2031 Notes during the periods specified in the indenture; or
(5) at any time after May 1, 2031.
Upon conversion, we will pay cash up to the aggregate principal amount and cash, shares of common stock or a
combination of cash and shares of common stock, at our option, for any remaining conversion obligations. As a result of the
conversion provisions in the indenture, upon conversion of the 2031 Notes, only the amounts payable in excess of the principal
amounts of the 2031 Notes are considered in diluted earnings per share under the treasury stock method.
Cash Redemption at Our Option: We may redeem for cash the 2031A Notes on or after August 5, 2013 and the 2031B
Notes on or after August 5, 2014 if the last reported sale price of our common stock has been at least 130% of the conversion
price (approximately $12.35 per share) for at least 20 trading days during any 30 consecutive trading day period. The
redemption price will equal the principal amount plus accrued and unpaid interest. If we redeem the 2031A Notes prior to
August 5, 2015, or the 2031B Notes prior to August 5, 2016, we will also pay a make-whole premium in cash equal to the
present value of all remaining scheduled payments of interest on the 2031 Notes, using a discount rate equal to 150 basis
points.