AMD 2009 Annual Report Download - page 76

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5.75% Convertible Senior Notes due 2012
On August 14, 2007, we issued $1.5 billion aggregate principal amount of 5.75% Convertible Senior Notes
due 2012 (the 5.75% Notes). The 5.75% Notes are our general unsecured senior obligations. Interest is payable in
arrears on February 15 and August 15 of each year beginning February 15, 2008 until the maturity date of
August 15, 2012. The terms of the 5.75% Notes are governed by an Indenture (the 5.75% Indenture), dated as of
August 14, 2007, by and between us and Wells Fargo Bank, National Association, as Trustee.
In 2009, we repurchased $1,015 million in aggregate principal amount of our outstanding 5.75% Notes for
$1,002 million in cash. We recorded a net gain on repurchase of approximately $6 million, which is recorded in
“Other income (expense), net” in our 2009 consolidated statement of operations.
The 5.75% Notes will be convertible, in whole or in part, at any time prior to the close of business on the
business day immediately preceding the maturity date of the 5.75% Notes, into shares of our common stock
based on an initial conversion rate of 49.6771 shares of common stock per $1,000 principal amount of the 5.75%
Notes, which is equivalent to an initial conversion price of approximately $20.13 per share. This initial
conversion price represents a premium of 50% relative to the last reported sale price of our common stock on
August 8, 2007 (the trading date preceding the date of pricing of the 5.75% Notes) of $13.42 per share. This
initial conversion rate will be adjusted for certain anti-dilution events. In addition, the conversion rate will be
increased in the case of corporate events that constitute a fundamental change (as defined in the 5.75% Indenture)
of AMD under certain circumstances. Holders of the 5.75% Notes may require us to repurchase the 5.75% Notes
for cash equal to 100% of the principal amount to be repurchased plus accrued and unpaid interest upon the
occurrence of a fundamental change (as defined in the 5.75% Indenture) or a termination of trading (as defined in
the 5.75% Indenture). Additionally, an event of default (as defined in the 5.75% Indenture) may result in the
acceleration of the maturity of the 5.75% Notes.
We may elect to purchase or otherwise retire the remaining amount of our 5.75% Notes with cash, stock or
other assets from time to time in open market or privately negotiated transactions, either directly or through
intermediaries, or by tender offer, when we believe the market conditions are favorable to do so.
6.00% Convertible Senior Notes due 2015
On April 27, 2007, we issued $2.2 billion aggregate principal amount of 6.00% Convertible Senior Notes
due 2015. The 6.00% Notes are our general unsecured senior obligations. Interest is payable on May 1 and
November 1 of each year beginning November 1, 2007 until the maturity date of May 1, 2015. The terms of the
6.00% Notes are governed by an Indenture (the 6.00% Indenture) dated April 27, 2007, by and between us and
Wells Fargo Bank, National Association, as Trustee.
In 2008, we repurchased $60 million in principal amount of our 6.00% Notes for $21 million. We recorded a
net gain of approximately $34 million, which is recorded in “Other income (expense), net” in our consolidated
statement of operations.
In 2009, we repurchased $344 million in aggregate principal amount of our 6.00% Notes for $161 million.
We recorded a net gain of approximately $174 million, which is recorded in “Other income (expense), net” in our
consolidated statement of operations.
Upon the occurrence of certain events described in the 6.00% Indenture, the 6.00% Notes will be
convertible into cash up to the principal amount, and if applicable, into shares of our common stock issuable
upon conversion of the 6.00% Notes in respect of any conversion value above the principal amount, based on an
initial conversion rate of 35.6125 shares of common stock per $1,000 principal amount of 6.00% Notes, which is
equivalent to an initial conversion price of $28.08 per share. This initial conversion price represents a premium
of 100% relative to the last reported sale price of our common stock on April 23, 2007 (the trading date
preceding the date of pricing of the 6.00% Notes) of $14.04 per share. The conversion rate will be adjusted for
certain anti-dilution events. In addition, the conversion rate will be increased in the case of corporate events that
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