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AMD scrambles to raise capital but risks long term company health

In July of last year, AMD and ATI merged to form one of the largest semiconductor companies. The cost of the acquisition was an enormous burden for AMD: $5.4 billion USD. Analysts at the time said that the acquisition would be a bad move for AMD, noting that the chip company would be better off plunking the large amount of cash in other core businesses like micro processors.
 
Of the $5.4 billion that it took to purchase ATI, AMD borrowed roughly $2.5 billion in loans and combined with $1.2 biillion common stock. The acquisition not only cost AMD much of its available principle but also left it in heavy debt. At the time, AMD did not disclose plans of how it would pay off the debt. In fact, two months before the confirmed acquisition of ATI, AMD announced that it would be spending $5.8 billion USD into the development of fabs in Dresden, Germany.

Last week, AMD announced that it will offer Convertible Senior Notes to investors in an attempt to raise roughly $2.2 billion. However, unlike common stock purchases, Convertible Senior Notes put AMD further into debt -- in this case, another $2.2 billion USD. Using Convertible Senior Notes, investors profit since the notes can be converted to common stock once AMD is performing well.

Using Convertible Senior Notes, AMD can receive usable cash now, but not have to worry about paying back its investors until its common stock reaches a predefined price. In this case, AMD set the conversion point to be $42.12 USD per share but its current price is roughly $14. In the catastrophic event that AMD goes bankrupt, Convertible Senior Notes take priority over other debts and thus bond investors are guaranteed the return on their investment.

With excellent market performance from rival Intel, AMD posted a painful first quarter loss of $611 million USD this year. AMD is now left with roughly $1.1 billion in the bank; a figure that has analysts worried.

Nicholas Aberle, Senior Vice President of Equity Research, Caris Company, states, "AMD is still spending a good clip.  Without borrowing the company could run out of cash by late Q3, early Q4."  Arberle adds, "[AMD] needed to raise capital just to keep the doors open."

Raising capital is only part of the equation so far.  Last month, AMD announced plans to restructure the company and to cut $500 million USD in capital spending in order to feather off some of its financial woes. While the strategy may prove to be helpful in the short term, cutting back on capital spending eats into new facilities and R&D. 

In addition, cutting expenses is not an easy task in the middle of a fierce price war. AMD announced large cuts across its high-end processors earlier this April, following Intel's cuts just last week.

Both companies are expected to further slash prices as AMD debuts its Barcelona processor family this summer.


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Corrections to the article
By Viditor on 4/30/2007 11:27:39 AM , Rating: 4
Tuan, you have some inaccuracies there...I will try to clear them up.

1. The $2.2 Billion is being used to pay down more expensive debt as well, so they are not increasing debt by anywhere near that much (closer to half that).

2. When you state "Using Convertible Senior Notes, investors profit since the notes can be converted to common stock once AMD is performing well", it's much more complex than that. I'll quote from a poster on another board (who is FAR smarter than I am...):

"this is the sort of deal that Bob Rivet does so well. AMD intends to sell convertible bonds that will be convertible to AMD stock. To prevent this from diluting the existing stock, AMD will buy capped calls, capped at around $42/share, to repurchase any shares necessary to cover exercise of the conversion option. The conversion option will probably be for much less than $42/share, but the call cap at that price will allow AMD to use that number in dilution calculations.
At some point in the future assuming that AMD's stock price takes off, it could make sense for holders of these convertible bonds to exercise the conversion right. If and when that happens, AMD can exercise the capped calls. If the price exceeds $42, AMD will get the cash, not the stock, so they will have to issue treasury shares. Of course, AMD, and its current stockholders should have no objection to selling treasury stock at $42/share.
The effect is as if AMD buys shares from the treasury at $42 to use to cover the conversion. Let's say that the converion price is $20, to keep the numbers easier. Or more correctly, each $1000 face value bond can be converted to 50 shares. If say someone wants to convert bonds to 100,000 shares when the share price is $50, AMD would issue 100,000 shares of treasury stock and execute the capped calls for the same number of shares.
This would result in 4.2 million dollars in the treasury, along with wiping out some of the bonds and a corresponding number of capped calls. Notice that AMD would get $22 from the capped calls, and erase $20 in face value of bonds, to get that $42 in the treasury.
Yes, it is complex, and AMD is likely to force conversion of the bonds, if possible, before the stock price gets quite that high. So at $35, AMD pays $20 per share to exercise the calls, and hands the resulting stock to the bond holders. In this case, AMD needs to have the money to pay off the bonds, but it results in no dilution.

The important piece of perspective to take with you is that Bob Rivet is confident that a year from now AMD's stock will be worth more than it is today."




RE: Corrections to the article
By crystal clear on 4/30/2007 12:00:05 PM , Rating: 2
In a previous article on AMD I had made a comment with a link (Reuters)which says it all-what you say now.

RE: Very nervous & concerned investors
By crystal clear on 4/24/07, Rating: 2
By crystal clear on 4/24/2007 6:37:18 AM , Rating: 2

UPDATE 1-AMD offers up to $2.2 billion in notes

AMD would offer an initial amount of $1.8 billion in notes, with the interest rate, conversion price and other terms to be determined in negotiations. Initial purchasers will also have the option of buying an additional $400 million of notes.

AMD said it would enter into capped call transactions in connection with the offering, a move intended to reduce the potential dilution to common stockholders if the notes are converted into shares

Earlier on Monday, credit ratings agency Standard & Poor's downgraded AMD to "B", it's fifth-highest "junk" grade, citing "subpar" execution of its business and a tougher business environment.

http://www.reuters.com/article/bondsNews/idUSN2333...


RE: Corrections to the article
By Viditor on 4/30/2007 12:06:58 PM , Rating: 2
quote:
In a previous article on AMD I had made a comment with a link (Reuters)which says it all-what you say now

Fair enough...but for your header, you might want to rethink it.
When the details of the deal were first announced, the stock price shot up on more than double normal volume. I think that most of the savvy investors were quite optimistic from it...


RE: Corrections to the article
By crystal clear on 4/30/2007 12:54:15 PM , Rating: 1
quote:
stock price shot up


Maybe I am wrong - who knows ...but I feel

"Brokers doing some profit taking"

quote:
savvy investors were quite optimistic from it...


I wonder what makes them optimistic ?

AMD is best described as "Many press releases & No CPUs"

Message- Get the product out into the market FAST-Barcelona ofcourse.


RE: Corrections to the article
By ybee on 4/30/2007 1:54:45 PM , Rating: 2
What makes them optimistic is the 6% interest rate and the $28 conversion price. And the fact that AMD thinks it a good idea to hedge all the way up to $42.

All this indicates that AMD and note buyers believe that AMD shares may well return to the $28-$42 range in the not so distant future.


By crystal clear on 4/30/2007 3:20:54 PM , Rating: 2
quote:
that AMD shares may well return to the $28-$42 range in the not so distant future.


Thats what I call wishful thinking
quote:
in the not so distant future


RE: Corrections to the article
By Phynaz on 4/30/2007 1:34:04 PM , Rating: 1
Stock price moves made on exceptionally light or heavy volume are not indicative of fundamentals.

I thought you were a knowledgable investor?


RE: Corrections to the article
By crystal clear on 4/30/2007 12:06:15 PM , Rating: 2
quote:
Tuan, you have some inaccuracies there...I will try to clear them up.


I repeatedly post the AMD press release just for the purposes of clarity/accuracy/correct analysis.


RE: Corrections to the article
By Viditor on 4/30/2007 12:16:32 PM , Rating: 2
quote:
I repeatedly post the AMD press release just for the purposes of clarity/accuracy/correct analysis

And I commend you on the links!
My comments are directed towards your conclusions...


RE: Corrections to the article
By crystal clear on 4/30/2007 12:41:35 PM , Rating: 2
When AMD is discussed "Viditor" is always there commenting & responding to comments.

I refer to you as the AMD specialist.


RE: Corrections to the article
By Viditor on 4/30/2007 1:20:47 PM , Rating: 2
quote:
I refer to you as the AMD specialist

I think of that as a compliment...:)
However, I can also discuss finance, investing, microbiology, television engineering, and many other topics...(in case you want to change topics).
:)


RE: Corrections to the article
By phusg on 5/1/2007 7:20:45 AM , Rating: 2
By Viditor on 3/6/2007 at 4:29:05 AM
quote:
I do think AMD will be in the low 30's at least by this time next year.

I'm interested if you, as resident AMD specialist, still stand by this statement you made last quarter, in the light of recent events? http://www.dailytech.com/Article.aspx?newsid=6351&...


RE: Corrections to the article
By Viditor on 5/5/2007 12:50:50 AM , Rating: 2
quote:
I'm interested if you, as resident AMD specialist, still stand by this statement you made last quarter

I absolutely do...in fact I have invested over $500k over the last few months for just that reason...


RE: Corrections to the article
By defter on 4/30/2007 12:52:26 PM , Rating: 2
quote:
1. The $2.2 Billion is being used to pay down more expensive debt as well, so they are not increasing debt by anywhere near that much (closer to half that).


This is simply incorrect. Read the AMD's press release: AMD took $2.2B debt, they paid about $200M in various fees and reduced their existing debt by about $0.5B. Thus their overall debt was increased by $1.7B (closer to $2.2B instead of $1.1B) and their cash position was increased by $1.5B.


RE: Corrections to the article
By melgross on 4/30/2007 3:55:41 PM , Rating: 2
This analysis is not quite as good as you think it is.

First of all, reporting dilution must be done at the actual price of conversion. It might be less than $42, but it might not. The proper reporting of dilution after S-O is very important. The reporting of dilution at actual value adds no advantage to the balance sheet. Even reporting it at higher levels than it would be would only result in paper value. It simply moves cash from one pocket to another. No change occurs.

Secondly, there is no mechanism that would allow AMD to "force conversions" at any price lower than $42. That doesn't mean that conversions won't take place at lower prices. But many might not. The lower the conversion price, the greater benefit to AMD. As it approaches $42, AMD becomes increasingly stressed by it.

The analysis is flawed.

This deal is going to cost AMD in the long run.


Analysts... (emphasis on anal)
By Justin Case on 4/30/2007 3:46:55 PM , Rating: 4
Any analyst who said it was a bad idea for AMD to move into the GPU business is an idiot. GPUs and GPU derivatives (like PPUs and certain types of vector coprocessors) are the main are of development in processing right now. It's not a coincidence that Intel is now also taking high-end GPUs seriously.

AMD's main mistakes were moving to DDR2 when there was no real need (wasting time and money on R&D and fab retrofitting) and not releasing a Clovertown-style CPU (two dual-core dies on one package).

Other than that, AMD's management and engineering department have been doing almost everything right. Remember Intel is more than 10x the size of AMD, doesn't exactly play fair (they've already lost some anti-trust suits in Japan and Europe) and AMD still manages to beat it in many key areas, and has a CPU market share much bigger than its relative size would suggest.

Acquiring ATI has its risks and costs, but those are irrelevant compared with the risks (and long-term costs) of not having a competitive, high-end GPU / vector processing solution. Developing one from scratch would cost more than acquiring ATI.

AMD's Torrenza is a lot more innovative than anything Intel has up is sleeve. Remember Intel's last biggest "innovation" (IA-64, a.k.a. the Itanic)? Boy, that sure made a huge difference to 99% of conusmers, eh?

Intel has better fabs, as always, but they haven't had a useful original idea in eight years (the only exception is Intel Israel, which has done some great work in power efficiency, but they're still seen as the "black sheep" by Intel's top management).

People interested in short-term profits from AMD stock might be in for a rought time but, for consumers, AMD's strategy ensures continued innovation and low prices. If Ruiz really screws up (which I doubt), there's no shortage of companies interested in buying them out (IBM, AMAT, even MS). Compared to their position in the market, patent portfolio and human assets, AMD is a bargain.




RE: Analysts... (emphasis on anal)
By rchiu on 5/1/2007 7:46:46 PM , Rating: 3
I am sorry but buying ATI IS an idiotic move on AMD's part. I mean going into GPU business is fine and all, but buying ATI instantly turned nVidia, a historically AMD ally and the leader in video and mobo chipset manufacturer, into their competitor. All for what? A second place video and weak chipset manufacturer.

A64 didn't become enthusiast's choice by itself. It was the stable nforce4 mobo and sli chipsets that made A64 gamer’s choice. So do you think nVidia gonna do their best to provide AMD another really good gaming platform now that AMD is also their competitor? If they have a choice to optimize their code for Intel platform and AMD platform, which platform do you think they will go for first?

One big mistake Intel made couple of years back was losing their focus on CPU and go off and do all those multi-media and networking stuff. Going to lucrative industry not knowing what you are doing or waste extra resources on secondary products and lose focus on your main product is not a good thing. Intel learned their lessons, sold their networking business and stop making all those useless gadgets and now they are a force to deal with. I hope AMD learn their lesson in time and can return their focus on what they do best, that is making great CPU.


By Justin Case on 5/2/2007 1:21:53 AM , Rating: 2
You just wrote "going into the GPU business is fine and all" and then that "if nVidia sees AMD as a competitor, they'll turn against them".

So, in your opinion, it would "be fine and all" to go into the GPU business... as long as they only released crap products, that couldn't compete with nVidia's? What good would that do to them?

Does your "logic" make any sense to you...?

AMD had to go into the GPU business. For the same reasons that Intel is doing the same. What difference does it make to nVidia if they build their own GPU from scratch or buy ATI? AMD bought ATI, Intel decided (unsurprisingly) to go with in-house development (the NIH is still strong, chez Intel).

But hey, I'm sure you know a lot more about the IC business than those idiots at Intel and AMD, right?

Why shouldn't nVidia continue to release good AMD (or Intel) chipsets? It's up to the motherboard manufaturers to pick the chipsets they use on their boards. And it's up to consumers to pick which graphics cards they buy. That's nVidia's business. If they can't deliver something better than the competition, they die.

If anything, nVidia is better off competing "just" against AMD and Intel than against AMD, Intel and ATI.

As to the concept of "stable" nForce 4... let's just say that what you consider stable and what high-end server and workstation makers consider "stable" might be slightly different... FYI, most high-end boards out there use nForce almost exclusively as a PCIe controller, and either disable or replace everything else (LAN, audio, etc.) with dedicated chips (from AMD, Broadcom, etc.). Even the SATA controller on NF4 is a piece of crap, and the chipset eats more power and gets hotter than some CPUs.


Correction
By Griswold on 4/30/2007 9:47:32 AM , Rating: 2