AMD 2009 Annual Report Download - page 97

Class B Preferred Share is deemed to accrete in value at a rate of 12% per year, compounded semiannually, of
the initial purchase price per such share. The accreted value accrues daily from the Closing and is taken into
account upon certain distributions to the holders of Class B Preferred Shares or upon conversion of the Class B
Preferred Shares. In the event of a Liquidation Event, each Class B Preferred Share will be entitled to receive,
prior to any distribution to the holders of any other classes or series of equity securities, an amount equal to its
accreted value. Upon completion of the above distribution to the holders of Class B Preferred Shares, each
Class A Preferred Share will be entitled to receive its liquidation preference amount out of any remaining assets
of GF. Upon completion of the above distributions to the holders of Preferred Shares, all of the remaining assets
of GF, if any, will be distributed pro rata among the holders of Ordinary Shares. Each Class B Preferred Share is
convertible, at the option of the holder thereof, into Class B Ordinary Shares at the then applicable Class B
Conversion Rate (as hereinafter defined) upon a Liquidation Event. Each Class B Preferred Share automatically
converts into Class B Ordinary Shares at the then applicable Class B Conversion Rate upon the earlier of (i) an
IPO or (ii) a change of control transaction of GF. The “Class B Conversion Rate” is 100 Class B Ordinary Shares
for each Class B Preferred Share converted, subject to customary anti-dilution adjustments. As a result of the
Reconciliation Event (discussed above), each Class B Preferred Share now votes on an as-converted basis with
the Ordinary Shares, voting together as a single class, with respect to any question upon which holders of
Ordinary Shares have the right to vote.
Class A Preferred Shares. The Class A Preferred Shares rank senior in right of payment to the Ordinary
Shares of GF and junior in right of payment to the Class B Preferred Shares for purposes of dividends,
distributions and upon a Liquidation Event (as defined below). The Class A Preferred Shares are not entitled to
any dividend or pre-determined accretion in value. In the event of the liquidation, dissolution or winding up of
GF (Liquidation Event), each Class A Preferred Share will be entitled to receive, after the distribution to the
holders of the Class B Preferred Shares but prior to any distribution to the holders of Ordinary Shares, out of the
remaining assets of GF, if any, an amount equal to the initial purchase price per share of the Class A Preferred
Shares. Each Class A Preferred Share is convertible, at the option of the holder thereof, into Class B Ordinary
Shares at the then applicable Class A Conversion Rate upon a Liquidation Event. Each Class A Preferred Share
will automatically convert into Class B Ordinary Shares at the then applicable Class A Conversion Rate upon the
earlier of (i) an initial public offering of GF (IPO) or (ii) a change of control transaction of GF. The “Class A
Conversion Rate” is 100 Class B Ordinary Shares for each Class A Preferred Share converted, subject to
customary anti-dilution adjustments. As a result of the Reconciliation Event (discussed above), each Class A
Preferred Share now votes on an as-converted basis with the Ordinary Shares, voting together as a single class,
with respect to any question upon which holders of Ordinary Shares have the right to vote.
Class A Subordinated Convertible Notes. The Class A Notes accrue interest at a rate of 4% per annum,
compounded semiannually, and mature on March 2, 2019. Interest on the Class A Notes is payable semiannually
in additional Class A Notes. The Class A Notes are the unsecured obligations of GF and rank subordinated in
right of payment to any current or future senior indebtedness of GF. The Class A Notes are not redeemable by
GF without the note holder’s consent. The Class A Notes are convertible, in whole or in part, in multiples of
$1,000, into GF Class A Preferred Shares at the option of the holder at any time prior to the close of business on
the business day immediately preceding the maturity date based on the conversion ratio in effect on the date of
conversion. The Class A Notes will automatically convert into Class A Preferred Shares upon the earlier of (i) a
GF IPO, (ii) certain change of control transactions of GF or (iii) the close of business on the business day
immediately preceding the maturity date. As of December 26, 2009, the aggregate principal amount of Class A
Notes is $254 million, which is comprised of the original Class A Notes and additional Class A Notes issued in
exchange for $52 million of cash received from ATIC in July 2009, according to the Funding Agreement.
Class B Subordinated Convertible Notes. The Class B Notes accrue interest at a rate of 11% per annum,
compounded semiannually, and mature on March 2, 2019. Interest on the Class B Notes is payable semiannually
in additional Class B Notes. The Class B Notes are the unsecured obligations of GF and rank subordinated in
right of payment to any current or future senior indebtedness of GF. The Class B Notes are not redeemable by GF
without the note holder’s consent. The Class B Notes are convertible, in whole or in part, in multiples of $1,000,
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