Summary
Advanced Micro Devices, Inc. (AMD) has filed an 8-K report detailing the unregistered sale of equity securities, specifically the exchange of convertible senior notes for common stock. On November 15, 2004, AMD agreed to convert $44.0 million and $27.0 million of its 4.50% Convertible Senior Notes due 2007 into shares of its Common Stock. These exchanges involved a total of $71.0 million in principal amount of notes and will result in the issuance of 10,092,649 shares of common stock upon settlement on November 18, 2004. This transaction is expected to result in a non-cash charge of approximately $9.6 million in the fourth quarter of 2004. This charge reflects the fair value of the issued shares exceeding the value originally contemplated by the conversion terms of the notes. The issuance of shares is being conducted under the exemption provided by Section 3(a)(9) of the Securities Act of 1933, indicating it's a private offering without public registration.
Key Highlights
- 1AMD is exchanging $71.0 million of its 4.50% Convertible Senior Notes due 2007 for shares of its Common Stock.
- 2The exchanges are with two separate holders of the 4.50% Notes.
- 3A total of 10,092,649 shares of Common Stock will be issued upon settlement.
- 4The transactions are expected to settle on November 18, 2004.
- 5A non-cash charge of approximately $9.6 million is anticipated for the fourth quarter of 2004.
- 6The charge is due to the fair value of the issued shares exceeding the original conversion terms.
- 7The share issuance is exempt from registration under Section 3(a)(9) of the Securities Act of 1933.