AMD 2014 Annual Report Download - page 97

Holders have the right to require the Company to repurchase all or a portion of the 7.75% Notes in the event
that the Company undergoes a change of control, as defined in the 7.75% Indenture, at a repurchase price of
101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default (as defined in
the 7.75% Indenture) may result in the acceleration of the maturity of the 7.75% Notes.
The 7.75% Indenture contains certain covenants that limit, among other things, the Company’s ability and
the ability of its subsidiaries, from:
• incurring additional indebtedness, except specified permitted debt;
• paying dividends and making other restricted payments;
• making certain investments if an event of a default exists, or if specified financial conditions are not
satisfied;
• creating or permitting certain liens;
• creating or permitting restrictions on the ability of its subsidiaries to pay dividends or make other
distributions to the Company;
• using the proceeds from sales of assets;
• entering into certain types of transactions with affiliates; and
• consolidating, merging or selling its assets as an entirety or substantially as an entirety.
7.50% Senior Notes Due 2022
On August 15, 2012, the Company issued $500 million of its 7.50% Senior Notes due 2022 (7.50% Notes).
The 7.50% Notes are general unsecured senior obligations of the Company. Interest is payable on February 15
and August 15 of each year beginning February 15, 2013 until the maturity date of August 15, 2022. The 7.50%
Notes are governed by the terms of an indenture (the 7.50% Indenture) dated August 15, 2012 between the
Company and Wells Fargo Bank, N.A., as trustee.
During 2014, the Company repurchased $25 million in aggregate principal amount of its 7.50% Notes in
open market transactions for $24 million. The payment of accrued and unpaid interest included in the purchase
price was immaterial. The Company incurred a total gain of $1 million in connection with the foregoing
repurchase of the 7.50% Notes. As of December 27, 2014, the outstanding aggregate principal amount of the
7.50% Notes was $475 million.
At any time (which may be more than once) before August 15, 2015, the Company can redeem up to 35% of
the aggregate principal amount of the 7.50% Notes within 90 days of the closing of an equity offering with the
net proceeds thereof at a redemption price not greater than 107.5% of the principal amount thereof, together with
accrued and unpaid interest to but excluding the date of redemption. Prior to August 15, 2022, the Company may
redeem some or all of the 7.50% Notes at a price equal to 100% of the principal amount, plus accrued and unpaid
interest and a “make whole” premium (as defined in the 7.50% Indenture).
Holders have the right to require the Company to repurchase all or a portion of the 7.50% Notes in the event
that the Company undergoes a change of control, as defined in the 7.50% Indenture, at a repurchase price of
101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default (as defined in
the 7.50% Indenture) may result in the acceleration of the maturity of the 7.50% Notes.
The 7.50% Indenture contains certain covenants that limit, among other things, the Company’s ability and
the ability of its subsidiaries, to:
• incur additional indebtedness, except specified permitted debt;
• pay dividends and make other restricted payments;
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