Two months ago AMD and Abu Dhabi's state-owned Advanced Technology Investment Company (ATIC) and Mubadala Development announced a deal to spin off AMD's fabs into a new entity and provide AMD with a new lifeline but it looks like recent events put the deal under pressure. As the economic outlook gets worse every week, and AMD's stock lost another 50 percent of its value since October, ATIC decided to renegotiate the deal to get better terms.
The October 6, 2008 transaction agreement got a couple of new amendments today which will lower the amount of money AMD will receive from selling 58 million new AMD shares to Mubadala, while AMD will now only own 34.2% of The Foundry Co instead of 44.4%. Under the previous terms, AMD would have given Mubadala 58 million shares for $314 million but the price will now likely be only around half of that amount. Furthermore, AMD will also issue an additional 5 million warrants to Mubadala, increasing to the total to 35 million.
The transaction is still expected to close at the beginning of 2009. Here are the full details of the new amendments.
AMD (NYSE: AMD - News), the Advanced Technology Investment Company (ATIC) and Mubadala Development Company today announced amendments to the October 6, 2008 transaction agreements for the creation of a leading-edge semiconductor manufacturing joint venture, currently known as “The Foundry Company.” The transactions covered by the amended agreements are expected to close at the beginning of 2009.
The amendments to the terms between AMD and Mubadala provide for the following:
Mubadala will purchase 58 million shares of AMD’s common stock at a revised purchase price per share equal to the lower of (i) the average closing price per share of AMD’s common stock on the NYSE during the 20 trading days immediately prior to and including December 12, 2008 or (ii) the average closing price per share of AMD’s common stock on the NYSE during the 20 trading days immediately prior to the closing date of the transaction.
AMD will issue to Mubadala an additional 5 million warrants to purchase AMD stock, for a total of 35 million warrants.
The amendments to the terms between AMD and ATIC provide for the following:
The enterprise value of the manufacturing assets to be contributed by AMD to “The Foundry Company” will be reduced from a multiplier of 1.13x to 0.85x of the net book value of the assets. As a result, AMD will own approximately 34.2 percent and ATIC will own approximately 65.8 percent of “The Foundry Company’s” fully-converted common stock. AMD and ATIC will each have equal voting rights at the close of the transaction.
The net asset valuation multiple on future capital calls of “The Foundry Company” will be reduced from 1.1x to 0.9x.
All other material economic terms of the transaction agreements remain unchanged. ATIC will still invest $2.1 billion to purchase its stake in “The Foundry Company,” of which it will invest $1.4 billion directly in the new entity and will pay $700 million to AMD.
Under the new agreement the Abu Dhabi investors will get more for less, but AMD doesn't really have a choice in the matter. The heavily indebted company needs the deal to improve its finances so it can survive these harsh times.