ADVANCED MICRO DEVICES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K) - bdsthanhhoavn.com

ADVANCED MICRO DEVICES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On June 9, 2022 (the “Closing Date”), Advanced Micro Devices, Inc. (the
“Company”) closed its previously announced public offering (the “Offering”) of
$1 billion aggregate principal amount of senior notes, consisting of
$500 million aggregate principal amount of its 3.924% Senior Notes due 2032 (the
“2032 Notes”) and $500 million aggregate principal amount of its 4.393% Senior
Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the
“Notes”). The terms of the Notes are governed by an Indenture, dated as of the
Closing Date (the “Base Indenture”), by and between the Company and U.S. Bank
Trust Company, National Association
(the “Trustee”), as supplemented by the
First Supplemental Indenture, dated as of the Closing Date (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), by and
between the Company and the Trustee. As used in the following description,
capitalized terms not otherwise defined herein will have the meanings assigned
to them in the Indenture.

The 2032 Notes mature on June 1, 2032 and bear interest at a rate of 3.924% per
annum and the 2052 Notes mature on June 1, 2052 and bear interest at a rate of
4.393% per annum. The Notes are the Company’s general unsecured senior
obligations.

Prior to (i) in the case of the 2032 Notes, March 1, 2032 (the date that is
three months prior to the maturity date of the 2032 Notes) and, (ii) in the case
of the 2052 Notes, December 1, 2052 (the date that is six months prior to the
maturity date of the 2052 Notes) (the applicable date with respect to each such
series of Notes, the “Applicable Par Call Date”), the Company may redeem the
Notes at its option, in whole or in part, at any time and from time to time, at
a redemption price (expressed as a percentage of principal amount and rounded to
three decimal places) equal to the greater of: (1) (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon of
the Notes to be redeemed (assuming the Notes matured on the Applicable Par Call
Date) discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus
(x) in the case of the 2032 Notes, 15 basis points, or (y) in the case of the
2052 Notes, 20 basis points, in each cash less (b) interest accrued to, but
excluding, the applicable date of redemption, and (2) 100% of the principal
amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to, but excluding, the applicable redemption date. On or after
the Applicable Par Call Date, the Company may redeem the Notes, in whole or in
part, at any time and from time to time, at a redemption price equal to 100% of
the principal amount of the Notes of such series being redeemed plus accrued and
unpaid interest thereon to, but excluding, the redemption date.

Upon the occurrence of a Change of Control Triggering Event with respect to a
series of Notes, unless the Company has given notice to redeem such series of
Notes, each holder of Notes of such series will have the right to require that
the Company purchase all or a portion of such holder’s Notes of such series, for
cash, at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, on the amount purchased to, but excluding,
the date of purchase.

The Indenture contains covenants that limit the ability of the Company and its
restricted subsidiaries to, among other things: (i) create liens on certain
assets to secure debt; (ii) enter into certain sale and leaseback transactions;
and (iii) in the case of the Company, consolidate with, merge into or sell,
convey or lease all or substantially all of the Company’s assets to any other
person, in each case as set forth in the Indenture. These covenants are,
however, subject to a number of important limitations and exceptions.

The Indenture also contains customary event of default provisions including,
among others, the following: (i) default in the payment of principal of, or
premium, if any, on any such series of Notes when due and payable; (ii) default
in the payment of any interest on any such series of Notes when it becomes due
and payable, and continuance of that default for a period of 30 days;
(iii) failure to make a Change of Control Payment when due and payable in
accordance with the terms of the Indenture; (iv) default in the performance or
breach of any other covenant by the Company in the Indenture (other than a
covenant that has been included in the Indenture solely for the benefit of a
series of debt securities other than the Notes of such series), which default
continues uncured for a period of 90 days; and (v) certain events of bankruptcy,
insolvency or reorganization of the Company.

——————————————————————————–

The Offering has been registered under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to the Company’s Registration Statement on Form
S-3 (File No. 333-265433), as supplemented by a Prospectus Supplement, dated
June 7, 2022, relating to the Notes, filed with the Securities and Exchange
Commission
(the “SEC”) pursuant to Rule 424(b) of the Securities Act on June 8,
2022
.

The above description of the Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to the Base Indenture,
attached as Exhibit 4.1 hereto, and the Supplemental Indenture (including the
Forms of Notes included therein), attached as Exhibit 4.2 hereto and referenced
as Exhibits 4.3 and 4.4 hereto, each of which is incorporated herein by
reference. The terms of the Notes are further described in the Prospectus
Supplement under the caption “Description of Notes.”

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement

The information set forth under “Item 1.01. Entry into a Material Definitive
Agreement” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number                                    Description

4.1            Indenture, dated as of June 9, 2022, by and between the Company and
             U.S. Bank Trust Company, National Association, as trustee

4.2            First Supplemental Indenture, dated as of June 9, 2022, by and
             between the Company and U.S. Bank Trust Company, National Association,
             as trustee

4.3            Form of 2032 Note (included in Exhibit 4.2)

4.4            Form of 2052 Note (included in Exhibit 4.2)

5.1            Opinion of Latham & Watkins LLP

23.1           Consent of Latham & Watkins (included in Exhibit 5.1)

104          Cover Page Interactive Data File (the Cover Page XBRL tags are
             embedded within the Inline XBRL document)

——————————————————————————–

© Edgar Online, source Glimpses

Leave a Comment