AMD entered into an underwriting agreement on Mar 10, 2025 for $1.5 billion of senior notes, with proceeds meant for part of its ZT Systems purchase
The 8-K filed Mar 12, 2025 said the offering was expected to close on Mar 24 and that AMD intended to use the proceeds for part of the ZT Systems acquisition, or for general corporate purposes if the acquisition was not completed.
AMD, a hardware company listed on Nasdaq, entered into an underwriting agreement on Mar 10, 2025 for a public offering of $1.5 billion of senior notes, it said in an 8-K filed Mar 12, 2025. An 8-K is the report a US-listed company files when something material happens; this one was filed under item 1.01, entry into a material definitive agreement. The agreement was with J.P. Morgan Securities, BofA Securities, Barclays Capital, Citigroup Global Markets and Wells Fargo Securities, which acted as representatives of the underwriters, the banks handling the offering. The offering consisted of $875 million of 4.212% notes due 2026 and $625 million of 4.319% notes due 2028. The 8-K said the 2026 notes would mature on Sep 24, 2026 and the 2028 notes on Mar 24, 2028. It called them senior unsecured obligations; unsecured means that no specific assets of the company back the debt.1,2,3,4,5,6,7,8
AMD said it intended to use the net proceeds to fund a portion of its acquisition of ZT Group Int'l, known as ZT Systems, and to use them for general corporate purposes if that acquisition was not completed. The offering was expected to close on Mar 24, 2025, subject to customary closing conditions.9,10
AMD's stock purchase agreement with ZT Group Int'l and its sellers was dated Aug 17, 2024. An 8-K filed Mar 24, 2025 reported that the notes offering closed that day. On Mar 31, 2025, AMD announced the closing of the ZT Systems share purchase. On the closing date it issued 8,335,849 shares of its common stock to the sellers and warrant holders and paid, or was to cause to be paid, $3.375 billion in cash to them and other holders, subject to purchase price adjustments. The sellers and warrant holders were eligible to receive up to 740,961 more shares and $300 million more in cash if certain conditions were met after the closing.11,12,13,14,15,16
We hold the text of the 8-K but not Exhibit 1.1, the underwriting agreement itself, so this article does not give its terms beyond the 8-K's summary.17,18
How each figure was checked
- kind of companyhardware
- where AMD is listedNASDAQ: AMD
- AMD entered into an underwriting agreement on Mar 10, 2025 with representatives of the underwritersMarch 10, 2025SEC EDGAR, Form 8-K filed Mar 12, 2025 ↗
- the offering: $1.5 billion of senior notes in two series$1.5 billion; $875 million; 4.212%; 2026; $625 million; 4.319%; 2028SEC EDGAR, Form 8-K filed Mar 12, 2025 ↗
- when the 8-K was filedMar 12, 2025
- the filing is an 8-K8-K
- the item the filing reports1.01
- maturity dates and the senior unsecured status of the notesSeptember 24, 2026; March 24, 2028SEC EDGAR, Form 8-K filed Mar 12, 2025 ↗
- use of proceeds: a portion of the ZT Systems acquisition, else general corporate purposesSEC EDGAR, Form 8-K filed Mar 12, 2025 ↗
- the offering was expected to close on Mar 24, 2025March 24, 2025SEC EDGAR, Form 8-K filed Mar 12, 2025 ↗
- the stock purchase agreement for ZT Systems is dated Aug 17, 2024August 17, 2024SEC EDGAR, Form 8-K filed Mar 31, 2025 ↗
- the notes offering closed on Mar 24, 2025March 24, 2025; $1.5 billionSEC EDGAR, Form 8-K filed Mar 24, 2025 ↗
- when the closing 8-K of the notes was filedMar 24, 2025
- AMD announced the closing of the ZT Systems share purchase on Mar 31, 2025March 31, 2025SEC EDGAR, Form 8-K filed Mar 31, 2025 ↗
- what AMD issued and paid at the closing of the share purchase8,335,849 shares; $3.375 billion in cashSEC EDGAR, Form 8-K filed Mar 31, 2025 ↗
- additional (contingent) payments to the sellers and warrant holders740,961 shares; $300 millionSEC EDGAR, Form 8-K filed Mar 31, 2025 ↗
- what our records hold of the filingWe hold the text of this filing's 8-K with items 1.01, 9.01. We do not hold the filing's other exhibits, and nothing else of it is held: a sentence about what the filing does not say is about the text we hold.
- the underwriting agreement is Exhibit 1.11.1; March 10, 2025SEC EDGAR, Form 8-K filed Mar 12, 2025 ↗
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The record
- Company
- AMD (CIK 2488)
- Form
- 8-K
- Accession
- 0001193125-25-052173
- Filed
- Mar 12, 2025
- Period of report
- Mar 10, 2025
- Items
- 1.01 Material agreement
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