M&A - ADVANCED MICRO DEVICES INC

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525067902

Filing Summary: On March 31, 2025, Advanced Micro Devices, Inc. (AMD) completed its acquisition of ZT Group Int’l, Inc. (ZT) as per the terms outlined in the Stock Purchase Agreement. AMD purchased all common stock of ZT held by the sellers for a total of $3.375 billion in cash and the issuance of 8,335,849 shares of AMD common stock. In addition, the sellers and warrant holders may receive further contingent considerations of up to 740,961 shares of AMD stock and $300 million in cash, depending on the achievement of certain conditions following the acquisition. The acquisition was accompanied by the continuation of ZT's existing credit agreements, including an asset-based revolving credit facility and a master receivables purchase agreement. The completion of this transaction is expected to enhance AMD's market position and operational capabilities in relevant sectors.

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Form Type: 424B5

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525052170

Filing Summary: Advanced Micro Devices Inc. is offering $1,500,000,000 aggregate principal amount of Senior Notes comprising $875,000,000 of 4.212% Senior Notes due 2026 and $625,000,000 of 4.319% Senior Notes due 2028. The interest on the notes will accrue from March 24, 2025, with payments made semi-annually starting September 24, 2025. The notes will be unsecured senior obligations and structurally subordinated to existing subsidiary indebtedness. AMD has entered into an agreement to acquire ZT Systems for approximately $4.9 billion, funded partially through these notes. The acquisition is anticipated to complete in the first half of fiscal year 2025, pending regulatory approvals. If the acquisition does not complete, proceeds will be used for general corporate purposes. Risk factors include the need for significant financing and potential adverse effects if the sale of ZT System's manufacturing business is unsuccessful.

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Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525052173

Filing Summary: On March 10, 2025, Advanced Micro Devices, Inc. (AMD) filed a Form 8-K to announce an underwriting agreement for a public offering of senior notes totaling $1.5 billion. The offering consists of $875 million of 4.212% Senior Notes due 2026 and $625 million of 4.319% Senior Notes due 2028. The Notes are senior unsecured obligations and will mature in 2026 and 2028 respectively. The offering is set to close on March 24, 2025, subject to customary closing conditions. AMD plans to use the proceeds from this offering to fund a portion of the acquisition of ZT Group Int’l, Inc. (ZT Systems). If the acquisition does not close, the proceeds will be used for general corporate purposes. The offering has been registered under the Securities Act, aligning with AMD's Registration Statement on Form S-3. The company included forward-looking statements regarding the offering, potential risks, and uncertainties that could affect the outcome.

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Form Type: 424B5

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525050436

Filing Summary: On March 10, 2025, Advanced Micro Devices, Inc. filed a preliminary prospectus supplement outlining an offering of senior notes to raise funds primarily for the acquisition of ZT Systems. The acquisition, valued at approximately $4.9 billion, includes $3.4 billion in cash and stock options, contingent on certain conditions. The notes are unsecured, senior obligations, and the filing emphasizes risks associated with the investment. Key details highlight the offering's structure, interest rates, payment schedules, and potential redemption rights. The prospectus warns that investing in these notes carries risks, which are elaborated in the document.

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