AMD (NASDAQ: AMD) today announced that it commenced cash tender offers for up to $1,035 million aggregate total consideration for its outstanding 6.75% Senior Notes due 2019, 7.75% Senior Notes due 2020 (the “7.75% Notes”), 7.50% Senior Notes due 2022 and 7.00% Senior Notes due 2024 (collectively, the “Notes”), subject to any applicable Tender Cap (as defined below). Concurrent with the tender offers, AMD is also soliciting consent from the holders of its 7.75% Notes for proposed amendments (the “Proposed Amendments”) to the terms of the 7.75% Notes to reduce the minimum notice period required in connection with redemption of the 7.75% Notes from 30 days to 3 business days. AMD intends to finance the purchase of the Notes tendered in the tender offers with the net proceeds from the closing of AMD’s common stock public offering of $600 million dollars at a price of $6.00 per share (the “New Shares Offering”) and/or its public offering of $700 million of AMD’s 2.125% Convertible Senior Notes due 2026 (the “New Notes Offering”), which were separately announced by AMD.
The tender offers will expire at 12:00 midnight New York City time, at the end of the day on Oct. 6, 2016, unless extended (such date and time, as it may be extended, the “Expiration Date”) or earlier terminated by AMD. Holders who validly tender, and do not validly withdraw, their Notes on or prior to the Expiration Date, will receive the Tender Offer Consideration amount set forth in the table below for each $1,000 principal amount of Notes purchased in the tender offers, plus accrued and unpaid interest up to, but not including, the date of payment for the Notes accepted for payment (the “Tender Offer Consideration”). Furthermore, holders who validly tender, and do not validly withdraw, their Notes at or prior to 5:00 p.m. New York City time on Sept. 22, 2016 will receive the Early Tender Premium amount set forth in the table below for each $1,000 principal amount of Notes purchased pursuant to the Offers (the “Early Tender Premium”) in addition to the Tender Offer Consideration (the Tender Offer Consideration, together with any Early Tender Premium, the “Total Consideration”), in the amount set forth in the table below for each $1,000 principal amount of Notes. Upon the receipt of the required consents to approve the Proposed Amendments, AMD will enter into a supplemental indenture to amend the terms of the indenture governing the 7.75% Notes. Tenders of the Notes must be made on or prior to the Expiration Date, and the Notes may be withdrawn at any time on or prior to the Early Tender Date.
|||Dollars per $1,000 Principal Amount of Notes |||
|Title of Notes||Tender Offer Consideration||Early Tender Premium||Total Consideration||Acceptance Priority Level|
|6.75% Senior Notes due 2019||$1,040.00||$50.00||$1,090.00||1|
|7.75% Senior Notes due 2020||$977.08||$50.00||$1,027.08||2|
|7.50% Senior Notes due 2022||$1,020.00||$50.00||$1,070.00||3|
|7.00% Senior Notes due 2024||$980.00||$50.00||$1,030.00||4|
The Notes accepted for payment will be accepted in accordance with their Acceptance Priority Levels set forth above (with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level), provided that AMD will only accept for purchase Notes for aggregate Total Consideration up to $1,035 million. In addition, no more than $25,000,000 aggregate principal amount of the 7.50% Senior Notes due 2022 and no more than $25,000,000 aggregate principal amount of the 7.00% Senior Notes due 2024 will be purchased in the tender offers (each such aggregate principal amount, subject to increase by AMD, a “Tender Cap”).
The tender offers are contingent upon the satisfaction of certain conditions, including that AMD raise at least $1,260.5 million of net proceeds from the New Shares Offering and/or the New Notes Offering.
Full details of the terms and conditions of the tender offers are included in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2016.
AMD has retained J.P. Morgan Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC to act as the Dealer Managers for the tender offers and as Solicitation Agents for the consent solicitation. Questions regarding the tender offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free), Barclays Capital Inc. at (800) 438-3242 (toll-free) and Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free). Requests for the Offer to Purchase and Consent Solicitation Statement and other documents relating to the tender offers may be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent in connection with the tender offers, at (800) 290-6433 (toll-free).
None of AMD, any member of its Board of Directors, the Dealer Managers and Solicitation Agents or the Tender Agent and Information Agent is making any recommendation to holders as to whether to tender or refrain from tendering their Notes into the tender offers. Holders must decide whether they will tender and, if so, how many Notes they will tender.
This release is for information purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offers are only being made pursuant to the tender offer documents, including the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal that AMD is distributing to holders of the Notes. The tender offers are not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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 whether the New Shares Offering and the New Notes Offering are completed on the terms specified or at all, AMD’s anticipated use of proceeds therefrom and the timing and completion of the tender offers, and thus involve uncertainty and risk. It is possible that future events, including whether the tender offers are completed on the terms specified or at all, 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.