Advanced Micro Devices Announces Pricing of Private Offering of 4 3/4% Convertible Senior Debentures Due 2022.Business/Technology Editors SUNNYVALE, Calif.--(BUSINESS WIRE)--Jan. 24, 2002 Advanced Micro Devices, Inc. (NYSE NYSE See: New York Stock Exchange : AMD (Advanced Micro Devices, Inc., Sunnyvale, CA, www.amd.com) A major manufacturer of semiconductor devices including x86-compatible CPUs, embedded processors, flash memories, programmable logic devices and networking chips. ) today announced the pricing of a private offering of $500 million aggregate principal amount of its 4 3/4% Convertible Senior Debentures Due 2022 to be issued pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. . The company has granted to the initial purchasers of the Debentures an option to purchase up to an additional $100 million principal amount of Debentures for a period of 13 days. AMD intends to use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). generated from the offering for capital expenditures, working capital and general corporate purposes. The Debentures will bear interest at a rate of 4 3/4% per annum Per annum Yearly. . The interest rate will be reset on each of August 1, 2008, August 1, 2011 and August 1, 2016 to a rate per annum equal to the interest rate payable 120 days prior to such date on 5-year U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Notes, plus 43 basis points. The reset rate will not be less than 4 3/4% and will not exceed 6 3/4%. The Debentures will be convertible into the company's common stock initially at a conversion price of $23.38 per share. At the initial conversion price, each $1,000 principal amount of Debentures will be convertible into approximately 43 shares of the company's common stock. The initial conversion price represents a 40% premium over the last reported sale price of the company's common stock on January 23, 2002, which was $16.70 per share. The Debentures will be redeemable at specified prices declining to 100% of the principal amount plus accrued and unpaid interest at the company's option beginning on February 5, 2005, provided that the company may not redeem the Debentures prior to February 1, 2006 unless the last reported sale price of the company's common stock is at least 130% of the then effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice. Holders of the Debentures will have the ability to require the company to repurchase the Debentures, in whole or in part, on February 1, 2009, February 1, 2012 and February 1, 2017. The holders of the Debentures will also have the ability to require the company to repurchase the Debentures in the event that the company undergoes specified fundamental changes, including a change of control. In each such case, the redemption or repurchase price would be 100% of the principal amount of the Debentures plus accrued and unpaid interest. The Debentures and common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from registration requirements. This release contains forward-looking statements, which are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainty that could cause actual results to differ materially from current expectations. |
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