SUNNYVALE, CA — (Marketwired) — 09/09/16 — AMD (NASDAQ: AMD) today announced the pricing of an upsized public offering of $700 million aggregate principal amount of its 2.125% Convertible Senior Notes due 2026 (the “New Notes”). The offering of the New Notes was upsized from an originally announced amount of $450 million. AMD also announced the pricing of a public offering of shares of its common stock (the “Shares”) of $600 million at a price of $6.00 per share. AMD expects the transactions to close on or around Sept. 14, 2016, subject to customary closing conditions. AMD also granted the underwriters a 30-day option to purchase up to 15 million additional Shares at the public offering price and up to $105 million principal amount of additional New Notes. AMD estimates that the net proceeds from the issuance and sale of the Shares and the New Notes (the “Net Proceeds”) will be approximately $1.26 billion after deducting the underwriters– discounts and estimated offering expenses.
The New Notes will be unsecured, unsubordinated obligations of AMD, and interest will be payable semi-annually at a rate of 2.125% per year. The initial conversion rate of the New Notes is 125.0031 shares of common stock per $1,000 principal amount of the New Notes (which is equivalent to an initial conversion price of approximately $8.00 per share). Upon conversion, AMD will pay or deliver, as the case may be, cash, shares of common stock of AMD or a combination of cash and shares of common stock of AMD, at its election.
AMD intends to use the Net Proceeds received from the offerings to repay its borrowings under its credit facility and/or to purchase its outstanding senior notes. After the completion of a tender offer for its outstanding senior notes, AMD has the option, but not the obligation, to call any and all of the untendered 7.75% Senior Notes due 2020 with any remaining net proceeds. AMD will use any remaining net proceeds for capital expenditures, working capital and other general corporate purposes.
J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as joint lead book-running managers for the offering of the Shares. BofA Merrill Lynch, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are also joint book-running managers for the offering of the Shares.
J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are joint lead book-running managers for the offering of the New Notes. BofA Merrill Lynch and Wells Fargo Securities, LLC are also joint book-running managers for the offering of the New Notes.
An automatically effective registration statement relating to these securities was filed with the Securities and Exchange Commission on Sept. 6, 2016. The offering is being made only by means of an effective shelf registration statement, including a prospectus supplement forming a part of the effective shelf registration statement. Copies of the preliminary prospectus supplement and the final prospectus supplement related to each of the offerings may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, by telephone: (866) 803-9204; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, by email: , by telephone: (888) 603-5847; or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, N.Y. 10010, by email: , by telephone: 1-800-221-1037.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
AMD (NASDAQ: AMD) designs and integrates technology that powers millions of intelligent devices, including personal computers, tablets, game consoles and cloud servers that define the new era of surround computing. AMD solutions enable people everywhere to realize the full potential of their favorite devices and applications to push the boundaries of what is possible.
This news release contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect current expectations and projections about future events, including the closing of the offerings and AMD–s anticipated use of proceeds from the offerings, and thus involve uncertainty and risk. It is possible that future events may differ from expectations due to a variety of risks and other factors such as those described in AMD–s Annual Report on Form 10-K for the fiscal year ended December 26, 2015 and Quarterly Reports on Form 10-Q for the quarters ended March 26, 2016 and June 25, 2016, as filed with the U.S. Securities and Exchange Commission. It is not possible to foresee or identify all such factors. Any forward-looking statements in this news release are based on certain assumptions and analyses made in light of AMD–s experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. AMD does not intend to update any particular forward-looking statements contained in this news release.
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