AMD 2006 Annual Report Download - page 131

Table of Contents
redeem the 4.50% Notes unless the last reported sale price of its common stock is at least 150 percent of the then- effective conversion price for at least 20
trading days within a period of 30 trading days ending within five trading days of the date of the redemption notice.
On October 22, 2004, the Company exchanged $70 million of its 4.50% Notes plus accrued and unpaid interest, for 10,550,000 shares of the Company’s
common stock. On November 8, 2004, the Company exchanged $60 million of its 4.50% Notes for 8,748,612 shares of the Company’s common stock. On
November 18, 2004, the Company exchanged $71 million of its 4.50% Notes for 10,092,649 shares of the Company’s common stock. As a result of these
transactions, the Company recognized a charge of approximately $32 million, which represented the difference between the fair value of the shares issued in the
transactions and the fair value of shares issuable pursuant to the original conversion terms of the 4.50% Notes.
During the fourth quarter of 2005, holders of these notes elected to convert their notes into 27,340,557 shares of the Company’s common stock.
Accordingly, as of December 25, 2005 the 4.50% Notes were no longer outstanding.
7.75% Senior Notes Due 2012
On October 29, 2004, the Company issued $600 million of 7.75% Senior Notes due 2012 in a private offering pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended. On April 22, 2005, we exchanged these notes for publicly registered notes which have substantially identical terms
as the old notes except that the publicly registered notes are registered under the Securities Act of 1933, and, therefore, do not contain legends restricting their
transfer. The 7.75% Notes mature on November 1, 2012. Interest on the 7.75% Notes is payable semiannually in arrears on May 1 and November 1, beginning
May 1, 2005. Prior to November 1, 2008, the Company may redeem some or all of the 7.75% Notes at a price equal to 100 percent of the principal amount plus
accrued and unpaid interest plus a “make-whole” premium, as defined in the agreement. Thereafter, the Company may redeem the 7.75% Notes for cash at the
following specified prices plus accrued and unpaid interest:
Period
Price as
Percentage of
Principal Amount
Beginning on November 1, 2008 through October 31, 2009 103.875 percent
Beginning on November 1, 2009 through October 31, 2010 101.938 percent
Beginning on November 1, 2010 through October 31, 2011 100.000 percent
On November 1, 2011 100.000 percent
Holders have the right to require the Company to repurchase all or a portion of its 7.75% Notes in the event that the Company undergoes a change of
control, as defined in the indenture governing the 7.75% Notes at a repurchase price of 101 percent of the principal amount plus accrued and unpaid interest.
The indenture governing the 7.75% Notes contains certain covenants that limit, among other things, the Company’s ability and the ability of the
Company’s restricted subsidiaries, which include all of the Company’s subsidiaries, from:
• incurring additional indebtedness;
• paying dividends and making other restricted payments;
• making certain investments, including investments in the Company’s unrestricted subsidiaries;
• creating or permitting certain liens;
• creating or permitting restrictions on the ability of the restricted subsidiaries to pay dividends or make other distributions to the Company;
• using the proceeds from sales of assets;
126
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007