Fitch Rates AMD's Private Placement Senior Notes 'CCC/RR4'

  Fitch Rates AMD's Private Placement Senior Notes 'CCC/RR4'

Business Wire

CHICAGO -- February 20, 2014

Fitch rates Advanced Micro Devices Inc.'s (NYSE: AMD) private placement of
$500 million senior notes due 2019 'CCC/RR4'. A full list of ratings follows
the end of this commentary. The ratings affect approximately $2.5 billion of
total debt, including the mostly undrawn revolving credit facility (RCF).

This morning, AMD announced it will privately offer $500 million senior notes
due 2019 and use the net proceeds to refinance up to $490 million of existing
debt. The company will concurrently tender for up to $425 million of 6%
convertible senior notes due 2015 and use any remaining net proceeds for up to
$200 million of $500 million 8.125% senior notes due 2017.

The ratings continue to reflect Fitch's expectations for negative near-term
free cash flow (FCF) and limited top-line visibility, despite solid product
momentum heading into 2014. As a result, Fitch believes financial flexibility
will remain limited as AMD seeks to increase revenues from non-legacy personal
computing (PC) markets to 50% from 20% of total by 2015.

Fitch expects low- to mid-single-digit revenue growth in 2014, driven by
strong semi-custom and graphics accelerated processing unit (APU) shipments.
AMD's APU is designed into Microsoft's and Sony's newly released game
consoles, which significantly outsold previous generations in the launch
quarter, and longer product life cycles should add a degree of revenue
visibility.

AMD's ability to offset continued weakness in legacy PC markets, which the
company forecasts will decline by 10% in 2014, also will depend on strong
shipments of next-generation APUs for desktops, as well as solid adoption of
just launched low-power APUs for tablets and ultra-thin notebooks and discrete
and professional graphics processing units (GPU).

Fitch expects operating EBITDA margin will expand to a high-single-digit range
in 2014 after bottoming in 2013, due to higher revenues and lower fixed costs
from completed restructuring. Longer-term profitability will remain volatile,
but Fitch believes swift incremental restructuring is likely should the
company's business transformation lag targets.

Fitch expects AMD will see modest negative FCF in 2014 after making a $200
million final payment to GLOBALFOUNDRIES (GF) for the exclusivity waiver
agreement. As a result, AMD should exit 2014 with cash below $1 billion. Given
historical cash usage and risks around AMD's business transformation, Fitch
believes financial flexibility is limited through at least the medium term.

Nonetheless, if completed, the refinancing alleviates some near-term liquidity
concerns for AMD. AMD strengthened liquidity in 2013 by entering into the $500
million RCF, of which Fitch estimates $445 million was available exiting
fiscal 2013 after AMD drew $55 million during the December 2013 quarter. The
company also reduced its minimum cash level to $600 million from $700 million,
due to management's expectations for increased revenue visibility.

Credit protection measures should remain volatile with total debt-to-operating
EBITDA and operating EBITDA-to-gross interest expense ranging from low- to
mid-single digits over the next few years.

RATING SENSITIVITIES:

Positive rating action could occur if:

--Fitch gains confidence in AMD's ability to maintain cash above $1 billion
from organic FCF, which likely would be driven by strong adoption of new
product and validation of AMD's business transformation; and

--AMD refinances $530 million of convertible senior notes due May 2015.

Negative rating action could occur if cash balances approach minimum levels,
likely from negative FCF resulting from weak adoption of new products.

KEY RATING DRIVERS:

Ratings are supported by AMD's:

--Role as a credible alternative volume chip supplier for PCs, a large albeit
shrinking market;

--Significant intellectual property (IP) for APUs and GPUs, which underpin
AMD's business transformation;

--Outsourced manufacturing model, relieving the company from significant
investments in leading edge manufacturing capabilities and strengthening FCF.

Ratings concerns include AMD's:

--Lack of revenue visibility, which should improve if the company's business
transformation is successful;

--Volatile profitability and FCF, due to short technology and product cycles
and Intel-driven pricing pressures;

--Significantly lower financial flexibility than that of key competitors,
including Intel Corp., NVIDIA Corp. and Qualcomm Inc.

Fitch believes liquidity was sufficient as of Dec. 28, 2013, pro forma for the
Dec. 31, 2013 $200 million payment to GF, and consisted of:

--$900 million of cash and cash equivalents, not including $90 million of
long-term marketable securities;

--$500 million senior secured RCF due 2018, of which Fitch estimates $445
million was available at Dec. 28, 2013).

Fitch expects modest negative FCF in 2014, including the aforementioned $200
million payment made to GF, and volatile FCF over the longer term.

Pro forma for the successful private placement and tender offers, total debt
was $2 billion at Dec. 28, 2013 and consisted primarily of:

--$105 million to $$240 million of 6% senior unsecured convertible notes due
2015, depending upon the tender results;

--$300 million to $435 million of 8.125% senior unsecured notes due 2017,
depending upon the tender results;

--$500 million of senior notes due 2019;

--$500 million of 7.75% senior unsecured notes due 2020;

--$500 million of 7.5% senior unsecured notes due 2022.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the company would be
reorganized as a going concern rather than liquidated in a bankruptcy
scenario. To arrive at a going concern value, Fitch believes AMD would: i)
reorganize businesses serving target markets (graphics chips and APUs), ii)
wind down the legacy PC business, and iii) sell the dense server business.

To reorganize the graphics business, Fitch starts with a $250 million
post-restructuring operating EBITDA and applies a 5x multiple (up from 4x due
to positive product momentum and separation from the legacy PC business) to
arrive at a going concern value of $1.25 billion. Fitch assumes value for the
legacy-PC business is de minimis, given expectations that AMD would contribute
key IP to the graphics business.

Finally, Fitch assumes AMD sells the dense server business for $250 million,
which represents a discount to AMD's $300 million purchase of SeaMicro in
2012. Adding the $1.25 billion of going concern value for the graphics
business and $250 million of proceeds leaves $1.35 billion after subtracting
10% for administrative claims.

Fitch expects the fully drawn senior secured RCF, given expectations for
receivables levels at default, would recover 100%, resulting in an 'RR1'. The
remaining amount available for the senior unsecured debt would be $850
million, which equates to 42% recovery and an 'RR4'.

Fitch currently rates AMD as follows:

--Long-term IDR at 'CCC';

--Senior unsecured debt at 'CCC/RR4'.

--$500 million senior secured RCF at 'B/RR1'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 5, 2013).

Applicable Criteria and Related Research:

Corporate Rating Methodology: Including Short-Term Ratings and Parent and
Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=821170

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Contact:

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or
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