8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

ADVANCED MICRO DEVICES INC 8-K Report, Material Agreement (Oct 29, 2008)

Filed October 29, 2008For Securities:AMD

Summary

This 8-K filing by Advanced Micro Devices (AMD) reports on the completion of the sale of its digital television (DTV) assets to Broadcom Corporation. Notably, the transaction involved an amendment to the original asset purchase agreement, reducing the aggregate cash purchase price from $192.8 million to $141.5 million, less employee-related expense adjustments. This price reduction resulted in an additional loss of approximately $51 million for AMD, which will be reflected in their third-quarter 2008 financial statements. Investors should note that the closing of this asset sale signifies AMD's divestiture of its DTV business. While the company received cash proceeds, the reduced purchase price and the recognition of an additional loss indicate a less favorable outcome than initially anticipated. The filing also includes pro forma financial statements, offering a view of the company's financial position as if the sale had occurred at earlier dates, which can aid in understanding the pro forma impact of this divestiture.

Key Highlights

  • 1AMD completed the sale of its Digital Television (DTV) assets to Broadcom Corporation.
  • 2The asset purchase agreement was amended, reducing the cash purchase price from $192.8 million to $141.5 million (subject to adjustments).
  • 3The price reduction resulted in an additional loss of approximately $51 million for AMD, impacting Q3 2008 results.
  • 4A portion of the purchase price ($14 million) was placed in escrow for 18 months for indemnification purposes.
  • 5An additional $15 million was escrowed pending the delivery of audited 2008 financial statements for the acquired business.
  • 6The filing includes Unaudited Pro Forma Condensed Consolidated Statements of Operations and a Balance Sheet reflecting the DTV asset disposition.

Frequently Asked Questions

This 8-K filing primarily reports the completion of Advanced Micro Devices' (AMD) sale of its digital television (DTV) assets to Broadcom Corporation and details an amendment to the original purchase agreement that reduced the sale price.

The amendment reduced the cash purchase price from $192.8 million to $141.5 million (less employee-related adjustments). This reduction led AMD to record an additional loss of approximately $51 million, which will be recognized in their third-quarter 2008 financial statements.

Two escrow arrangements are detailed: $14 million of the purchase price is held for 18 months to cover potential indemnification claims by Broadcom, and an additional $15 million is held until certain audited 2008 financial statements for the divested business are delivered to Broadcom, with potential forfeiture or reduction if delivery is delayed.

The filing includes Unaudited Pro Forma Condensed Consolidated Financial Statements to provide investors with an illustrative view of AMD's financial position and results of operations as if the DTV asset sale had occurred at earlier specified dates. This helps in understanding the historical impact of the divestiture on the company's overall financial picture.