Item 1.01 Entry into Material Definitive Agreement.
On April 21, 2020, Micron entered into an
underwriting agreement with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and Morgan Stanley & Co. LLC,
as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale
by Micron of $1,250,000,000 aggregate principal amount of Notes. The Notes were issued and sold in a public offering pursuant to
a registration statement on Form S-3 (File No. 333-220882), including the prospectus contained therein, filed with the Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, a preliminary prospectus supplement
dated April 21, 2020 and a related final prospectus supplement dated April 21, 2020. The transaction closed on April 24, 2020.
Underwriting Agreement
The Underwriting Agreement includes customary
representations, warranties and covenants by Micron. Under the terms of the Underwriting Agreement, Micron has agreed to indemnify
the Underwriters against certain liabilities.
The description of the Underwriting Agreement
contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Supplemental Indenture
The Notes were issued pursuant to an indenture,
dated as of February 6, 2019 (the “Base Indenture”), as supplemented by a third supplemental indenture, dated as of
April 24, 2020 (the “Supplemental Indenture” and referred to together with the Base Indenture as the “Indenture”),
between Micron and U.S. Bank National Association, as trustee. The Indenture contains certain covenants, events of default and
other customary provisions.
The Notes bear interest at a rate of 2.497%
per year and will mature on April 24, 2023. Interest on the Notes is payable on April 24 and October 24 of each year, beginning
on October 24, 2020.
Micron may redeem the Notes, in whole at
any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive
of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 35 basis points, plus accrued and unpaid interest,
if any, on the amount being redeemed to, but excluding, the date of redemption.
If Micron experiences specified change of
control triggering events, Micron must offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes
repurchased, plus accrued and unpaid interest, if any.
The Indenture contains limited
affirmative and negative covenants of Micron, each of which is subject to a number of limitations and exceptions in the
Indenture. The negative covenants restrict the ability of Micron and certain of its subsidiaries to incur liens on Principal
Property (as defined in the Indenture); to engage in sale and lease-back transactions with respect to any Principal Property;
and the ability of Micron to consolidate, merge or convey, transfer or lease all or substantially all of its properties and
assets.
Events of default under the Indenture include
a failure to make payments, non-performance of affirmative and negative covenants, and the occurrence of bankruptcy and insolvency-related
events. Micron’s obligations may be accelerated upon an event of default, in which case the entire principal amount of the
Notes would become immediately due and payable.
Micron intends to use the net proceeds of
the offering to repay a portion of the outstanding borrowings under the Revolving Credit Facility.
The foregoing description of certain terms
of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture,
the Supplemental Indenture, and the form of the Notes which are filed with this report as Exhibits 4.1, 4.2, and 4.3, respectively.