Advanced Micro Devices, Inc. to Offer $1.8 Billion
of Convertible Senior Notes
SUNNYVALE, Calif. – April 23, 2007 – Advanced Micro Devices, Inc. (NYSE:
AMD) today announced its intention to offer, subject to market and other
conditions, $1.8 billion aggregate principal amount of Convertible
Senior Notes in a private offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.
Under certain circumstances, the notes are convertible into cash up to
the principal amount and into shares of AMD’s common stock with respect
to any conversion value above the principal amount. The interest rate,
conversion price and other terms of the notes will be determined by
negotiations between AMD and the initial purchasers of the notes. AMD
expects to grant to the initial purchasers a 30-day option to purchase
up to $400 million aggregate principal amount of additional notes to
cover over allotments.
In connection with the offering, AMD expects to enter into capped call
transactions which are intended to reduce the potential dilution to
AMD’s common stockholders upon any conversion of the notes. The capped
call transactions are expected to have a strike price that matches the
conversion price of the convertible notes and we anticipate that the cap
price in each capped call transaction will be approximately three times
the closing price of our common stock on the date the capped call
transactions are executed. AMD has been advised that, in connection
with establishing a hedge of the capped call transactions, the
counterparties to those transactions or their affiliates expect to enter
into various derivative transactions with respect to AMD’s common stock
and/or purchase AMD’s common stock in secondary market transactions
concurrently with or shortly after the pricing of the notes. The
counterparties or their affiliates may also enter into or unwind various
derivative transactions with respect to AMD’s common stock and purchase
or sell AMD’s common stock in secondary market transactions following
the pricing of the notes (and are likely to do so during any observation
period relating to the conversion of a note).
AMD expects to use a portion of the net proceeds of the offering to pay
the cost of the capped call transactions. If the initial purchasers
exercise their option to purchase additional notes, AMD expects to use a
portion of the net proceeds from the sale of additional notes to enter
into additional capped call transactions. AMD expects to use at least
$500 million of the remaining net proceeds of the offering to repay a
portion of the term loan AMD entered into with Morgan Stanley Senior
Funding, Inc. to finance a portion of the purchase price of, and
expenses related to, the acquisition of ATI Technologies Inc. AMD
expects to use any amounts not applied to the repayment of the term loan
for general corporate purposes, including working capital and capital
expenditures.
This press release is neither an offer to sell or a solicitation of an
offer to buy the notes nor shall there be any sale of the notes in any
state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction. Any offers of the
notes will be made only by means of a private offering memorandum. The
notes and AMD’s common stock issuable upon the conversion of the notes
have not been registered under the Securities Act or the securities laws
of any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
This press release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management’s current preliminary
expectations and are subject to risks, uncertainties and assumptions,
including the risk that AMD may be unable to
complete the offering. Other information on potential risk factors that
could affect AMD, its business and its financial results are detailed in
the company’s periodic filings with the Securities and Exchange
Commission (SEC), including, but not limited to, those risks and
uncertainties listed in the section entitled “Risk Factors,” which can
be found in AMD’s annual report on Form 10-K for the year ended December
31, 2006 filed with the SEC on March 1, 2007.
About AMD
Advanced Micro Devices (NYSE: AMD) is a leading global provider of
innovative processing solutions in the computing, graphics and consumer
electronics markets. AMD is dedicated to driving open innovation, choice
and industry growth by delivering superior customer-centric solutions
that empower consumers and businesses worldwide. For more information,
visit www.amd.com.