AMD 2015 Annual Report Download - page 99
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• 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.
7.00% Senior Notes Due 2024
On June 16, 2014, the Company issued $500 million of its7.00% Senior Notes due 2024 (7.00% Notes). The
7.00% Notes are general unsecured senior obligations of the Company. Interest is payable on January 1 and
July 1 of each year beginning January 1, 2015 until the maturity date of July 1, 2024. The 7.00% Notes are
governed by the terms of an indenture (the 7.00% Indenture) dated June 16, 2014 between the Company and
Wells Fargo Bank, N.A., as trustee.
As of December 26, 2015, the outstanding aggregate principal amount of the 7.00% Notes was $500
million.
At any time before July 1, 2017, the Company may redeem up to 35% of the aggregate principal amount of
the 7.00% Notes within 90 days of the closing of an equity offering with the net proceeds thereof at a redemption
price equal to 107.000% of the principal amount thereof, together with accrued and unpaid interest to but
excluding the date of redemption. Prior to July 1, 2019, the Company may redeem some or all of the 7.00%
Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and a “make whole”
premium (as set forth in the 7.00% Indenture).
Starting July 1, 2019, the Company may redeem the 7.00% Notes for cash at the following specified prices
plus accrued and unpaid interest:
Period
Price as
Percentage of
Principal Amount
Beginning on July 1, 2019 through June 30, 2020 .................... 103.500%
Beginning on July 1, 2020 through June 30, 2021 .................... 102.333%
Beginning on July 1, 2021 through June 30, 2022 .................... 101.167%
On July 1, 2022 and thereafter ................................... 100.000%
Holders have the right to require the Company to repurchase all or a portion of the 7.00% Notes in the event
that the Company undergoes a change of control, as defined in the 7.00% 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 7.00% Indenture) may result in the acceleration of the maturity of the 7.00% Notes.
The 7.00% 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;
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