8-KSecurities & Listing

ADVANCED MICRO DEVICES INC 8-K Report, Unregistered Securities Sale (Feb 14, 2019)

Filed February 14, 2019For Securities:AMD

Summary

Advanced Micro Devices, Inc. (AMD) announced on February 13, 2019, the full exercise of a warrant by West Coast Hitech, L.P. (WCH), resulting in the issuance of 75,000,000 shares of common stock. This exercise, at a price of $5.98 per share, has extinguished the warrant and increased the total number of outstanding shares. Following this issuance, WCH now beneficially owns approximately 75,000,000 shares, representing about 6.9% of AMD's total outstanding common stock. This warrant was originally acquired on August 30, 2016, in connection with a waiver and rights agreement related to a Wafer Supply Agreement with GLOBALFOUNDRIES Inc. AMD utilized the Section 4(2) exemption from registration requirements for this issuance, relying on WCH's accredited investor status.

Key Highlights

  • 1AMD issued 75,000,000 shares of common stock due to a warrant exercise.
  • 2The exercise price for the warrant shares was $5.98 per share.
  • 3West Coast Hitech, L.P. (WCH) fully exercised its warrant.
  • 4WCH now holds approximately 6.9% of AMD's outstanding common stock (75,000,000 shares).
  • 5The warrant was originally granted on August 30, 2016, in relation to a wafer supply agreement with GLOBALFOUNDRIES Inc.
  • 6AMD relied on the Section 4(2) exemption for the unregistered sale of these shares.

Frequently Asked Questions

The exercise has resulted in the issuance of a substantial number of new shares (75,000,000), increasing the total outstanding shares of AMD's common stock and diluting existing shareholders' ownership percentage. It also signifies the conclusion of this specific warrant agreement.

The number of outstanding shares has increased by 75,000,000. As a result, WCH now owns approximately 6.9% of AMD, indicating a significant, though not controlling, stake.

AMD utilized the exemption provided by Section 4(2) of the Securities Act of 1933. This exemption is available for transactions not involving a public offering, and AMD relied on the representation that WCH is an accredited investor.

The warrant was originally issued on August 30, 2016, as consideration for WCH granting a limited waiver and rights under the sixth amendment to a Wafer Supply Agreement with GLOBALFOUNDRIES Inc.