8-KMaterial AgreementsFinancial EventsExhibits & Filings

ADVANCED MICRO DEVICES INC 8-K Report, Material Agreement (Feb 26, 2014)

Filed February 26, 2014For Securities:AMD

Summary

Advanced Micro Devices, Inc. (AMD) filed an 8-K on February 26, 2014, to report the issuance of $600 million in aggregate principal amount of 6.75% Senior Notes due 2019. These notes are general unsecured senior obligations of the company, with interest payable semi-annually. The issuance was completed on February 26, 2014, with Wells Fargo Bank, National Association acting as trustee. In connection with this debt offering, AMD also entered into a Registration Rights Agreement. This agreement mandates that AMD will file an exchange offer registration statement with the SEC to exchange these initial notes for notes with identical terms, excluding transfer restrictions and potential interest rate increases. Failure to complete this exchange offer by February 26, 2015, could result in incremental interest rate increases on the notes, up to a maximum of 1.00% per annum. Investors should note that these senior notes are unsecured and subject to acceleration upon certain defined Events of Default.

Key Highlights

  • 1Issuance of $600 million in aggregate principal amount of 6.75% Senior Notes due 2019.
  • 2The notes are unsecured general obligations of AMD.
  • 3Interest on the notes is payable semi-annually on March 1 and September 1, starting September 1, 2014.
  • 4Maturity date for the notes is March 1, 2019.
  • 5AMD entered into a Registration Rights Agreement requiring an exchange offer for these notes.
  • 6Failure to complete the exchange offer by February 26, 2015, can lead to increased interest rates on the notes, capped at 1.00%.
  • 7The notes' value can be accelerated upon specific Events of Default, including payment defaults, mergers, breaches of covenants, or significant judgments.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report AMD's entry into a material definitive agreement concerning the issuance of $600 million in 6.75% Senior Notes due 2019 and the related Registration Rights Agreement.

The Senior Notes have an aggregate principal amount of $600 million, a coupon rate of 6.75%, and mature on March 1, 2019. They are unsecured general senior obligations of AMD, with interest paid semi-annually. The issuance is governed by an Indenture with Wells Fargo Bank, National Association as trustee.

The Registration Rights Agreement requires AMD to file an exchange offer registration statement to swap the initially issued notes for 'Exchange Notes' with similar terms but without transfer restrictions. If AMD fails to complete this exchange offer by February 26, 2015, the interest rate on the notes will increase incrementally, potentially by up to 1.00% per annum.

The notes are unsecured, meaning they are not backed by specific collateral. They are also subject to acceleration upon the occurrence of certain 'Events of Default,' which include payment failures, mergers or sale of assets, breaches of covenants, or significant legal judgments against the company. Additionally, failure to complete the exchange offer could increase the interest burden.