Crucial 2014 Annual Report Download - page 72

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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 of the 2032 Notes (approximately $12.52 per share for the 2032C Notes and $12.97 per share for the 2032D
Notes); (3) if the trading price of the 2032 Notes is less than 98% of the product of the closing price of our common stock and
the conversion rate of the 2032 Notes during the periods specified in the indenture; (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 intent to settle the principal amount of the 2032 Notes in cash upon any conversion. As a result,
only the amounts payable in excess of the principal amounts upon conversion 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 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 1.50%.
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 at a price
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 price
equal to the principal amount plus accrued and unpaid interest.
2033E and 2033F Notes
On February 12, 2013, we issued $300 million of the 2033E Notes and $300 million of the 2033F Notes. The initial
conversion rate for the 2033 Notes is 91.4808 shares of common stock per $1,000 principal amount, equivalent to an initial
conversion price of approximately $10.93 per share of common stock. Interest is payable in February and August of each year.
Conversion Rights: Holders may convert their 2033 Notes under the following circumstances: (1) if the 2033 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 of the 2033 Notes (approximately $14.21 per share); (3) if the trading price of the 2033 Notes is less than 98%
of the product of the closing price of our common stock and the conversion rate of the 2033 Notes during the periods specified
in the indenture; (4) if specified distributions or corporate events occur, as set forth in the indenture for the 2033 Notes; or (5) at
any time after November 15, 2032.
Upon conversion, we will pay cash equal to the lesser of the aggregate principal amount and the conversion value of the
notes being converted and cash, shares of common stock or a combination of cash and shares of common stock, at our option,
for any remaining conversion obligation. As a result, only the amounts payable in excess of the principal amounts upon
conversion of the 2033 Notes are considered in diluted earnings per share under the treasury stock method.
Cash Redemption at Our Option: We may redeem for cash the 2033E Notes on or after February 20, 2018 and the 2033F
Notes on or after February 20, 2020 at a price equal 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 2033 Notes to repurchase for
cash all or a portion of the 2033E Notes on February 15, 2018 and on February 15, 2023 and all or a portion of the 2033F Notes
on February 15, 2020 and on February 15, 2023 at a price 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 2033 Notes may require us to
repurchase for cash all or a portion of their 2033 Notes at a price equal to the principal amount plus accrued and unpaid
interest.