MICRON TECHNOLOGY,INC. (NASDAQ:MU) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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MICRON TECHNOLOGY,INC. (NASDAQ:MU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On October11, 2017, Micron Technology,Inc., a Delaware corporation (“Micron”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as underwriter (the “Underwriter”) relating to the issuance and sale of approximately29.3 million shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company. The Common Stock was issued and sold in a public offering to the Company’s Registration Statement on FormS-3 (File No.333-220882), including the prospectus contained therein, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated October10, 2017 and a related final prospectus supplement dated October11, 2017 (the “Offering”). In addition, Micron granted the Underwriter an option to purchase approximately up to an additional 4.4 million shares of Common Stock. Micron estimates that the net proceeds from the offering will be approximately $1.19 billion, after deducting underwriting discounts and commissions, fees and estimated offering expenses.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit1.1 to this Current Report on Form8-K which is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit5.1 to this Current Report on Form8-K and is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed herewith:

Exhibit No.

Description

1.1

Underwriting Agreement, dated as of October11, 2017, by and between Micron Technology,Inc. and J.P. Morgan Securities LLC.

5.1

Opinion of Wilson Sonsini Goodrich& Rosati, Professional Corporation

23.1

Consent of Wilson Sonsini Goodrich& Rosati, Professional Corporation (included in Exhibit5.1)


MICRON TECHNOLOGY INC Exhibit
EX-1.1 2 a17-18241_7ex1d1.htm EX-1.1 Exhibit 1.1   MICRON TECHNOLOGY,…
To view the full exhibit click here

About MICRON TECHNOLOGY,INC. (NASDAQ:MU)

Micron Technology, Inc. is engaged in semiconductor systems. The Company’s portfolio of memory technologies, including dynamic random-access memory (DRAM), negative-AND (NAND) Flash and NOR Flash are the basis for solid-state drives, modules, multi-chip packages and other system solutions. Its business segments include Compute and Networking Business Unit (CNBU), which includes memory products sold into compute, networking, graphics and cloud server markets; Mobile Business Unit (MBU), which includes memory products sold into smartphone, tablet and other mobile-device markets; Storage Business Unit (SBU), which includes memory products sold into enterprise, client, cloud and removable storage markets, and SBU also includes products sold to Intel through its Intel/Micron Flash Technology (IMFT) joint venture, and Embedded Business Unit (EBU), which includes memory products sold into automotive, industrial, connected home and consumer electronics markets.