SUNNYVALE, Calif. - August 9, 2007 --Advanced Micro Devices, Inc. (NYSE:
AMD) today announced the pricing of $1.5 billion aggregate principal
amount of 5.75% Convertible Senior Notes due 2012 in a private placement
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. AMD granted to the initial purchaser
a 30-day option to purchase up to $225 million aggregate principal
amount of additional notes to cover over-allotments, if any.
Interest on the notes will be paid semiannually on February 15 and
August 15 at a rate of 5.75% per year. The notes will be convertible
into shares of common stock based on an initial conversion rate of
49.6771 shares per $1,000 principal amount of notes, which is equivalent
to an initial conversion price of approximately $20.13 per share. This
initial conversion price represents a premium of approximately 50%
relative to the last reported sale price on August 8, 2007 of AMD's
common stock of $13.42 per share. Holders of the notes may require AMD
to repurchase the notes for cash equal to 100% of the principal amount
to be repurchased plus accrued and unpaid interest upon the occurrence
of certain designated events.
AMD estimates that the net proceeds from the offering will be
approximately $1,479 million (or approximately $1,701 million if the
initial purchaser exercises its over-allotment option in full) after
deducting discounts, commissions and estimated offering expenses.
AMD intends to use the net proceeds of the offering, together with
available cash, to repay in full the outstanding balance of the term
loan AMD entered into with Morgan Stanley Senior Funding, Inc. in
October 2006. If the initial purchaser exercises its over-allotment
option, AMD intends to use the additional net proceeds for general
corporate purposes, including working capital and capital expenditures.
This press release is neither an offer to sell nor 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 ,
including, but not limited to, those risks and uncertainties listed in
the section entitled "Risk Factors," which can be found in AMD's
quarterly report on Form 10-Q for the quarter ended June 30, 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.
AMD Prices $1.5 Billion of 5.75% Convertible Notes
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AMD Prices $1.5 Billion of 5.75% Convertible Notes
Advanced Micro Devices, Inc. Prices $1.5 Billion of 5.75% Convertible Senior Notes due 2012