AMD 2012 Annual Report Download - page 107

• 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.
The 7.75% Notes rank equally with the Company’s existing and future senior debt and are senior to all of
the Company’s future subordinated debt. The 7.75% Notes rank junior to all of the Company’s future senior
secured debt to the extent of the collateral securing such debt and are structurally subordinated to all existing and
future debt and liabilities of the Company’s subsidiaries.
The Company may elect to purchase or otherwise retire the 7.75% Notes with cash, stock or other assets
from time to time in open market or private negotiated transactions, either directly or through intermediaries, or
by tender offer, when the Company believes the market conditions are favorable to do so.
7.50% Senior Notes Due 2022
On August 15, 2012, the Company issued $500 million of 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, National Association, as Trustee.
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 its 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;
• make certain investments if an event of a default exists, or if specified financial conditions are not
satisfied;
• create or permit certain liens;
• create or permit restrictions on the ability of its subsidiaries to pay dividends or make other distributions
to the Company;
• use the proceeds from sales of assets;
• enter into certain types of transactions with affiliates; and
• consolidate, merge or sell its assets as entirety or substantially as an entirety.
The 7.50% Notes rank equally with the Company’s existing and future senior debt and are senior to all of
the Company’s future subordinated debt. The 7.50% Notes rank junior to all of the Company’s future senior
secured debt to the extent of the collateral securing such debt and are structurally subordinated to all existing and
future debt and liabilities of the Company’s subsidiaries.
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