Equity Interest Purchase Agreement - ATMP Joint Venture (Notes)
|3 Months Ended|
Mar. 26, 2016
|Discontinued Operations and Disposal Groups [Abstract]|
|Equity Interest Purchase Agreement - ATMP Joint Venture||
Equity Interest Purchase Agreement - ATMP Joint Venture
On October 15, 2015, the Company entered into an Equity Interest Purchase Agreement (the Equity Interest Purchase Agreement) with Nantong Fujitsu Microelectronics Co., Ltd., a Chinese joint stock company (JV Party), under which the Company will sell to JV Party a majority of the equity interests in AMD Technologies (China) Co. Ltd., a wholly-foreign owned enterprise incorporated as a limited liability company (the Chinese Target Company) and Advanced Micro Devices Export Sdn. Bhd., a Malaysian limited liability company (the Malaysian Target Company) and, together with the Chinese Target Company, (the Target Companies), thereby forming two joint ventures (collectively, the JVs) with JV Party in a transaction valued at approximately $436 million (the Transaction). The JV Party will acquire 85% of the equity interests in each JV for approximately $371 million, excluding purchase price adjustments, and the Company estimates it will receive approximately $320 million in cash, net of taxes and other customary expenses. After closing, JV Party’s affiliates will own 85% of the equity interests in each JV while certain of the Company’s subsidiaries will own the remaining 15%. The Transaction will result in the JVs providing assembly, testing, marking, packing and packaging (ATMP) services to the Company. The Company plans to account for its investment in the JVs under the equity method of accounting.
The Equity Interest Purchase Agreement also has related agreements including: (i) with respect to the Malaysian Target Company, a Shareholders’ Agreement, and with respect to the Chinese Target Company, a Joint Venture Contract governing the joint venture relationships from and after the Closing, (ii) an IP License Agreement, (iii) a Manufacturing Services Agreement, (iv) a Transition Services Agreement, and (v) a Trademark License Agreement.
The transaction is expected to close in the second quarter of 2016, pending all regulatory and other approvals.
As a result of the decision to form the above JVs, the balance sheets as of March 26, 2016 and December 26, 2015 reflect held-for-sale accounting of the ATMP assets and liabilities which requires reclassification of such financial amounts to current assets and current liabilities. As of March 26, 2016, the Company reclassified $205 million to other current assets and $73 million to other current liabilities. Asset balances reclassified into other current assets are primarily comprised of property, plant, and equipment of $131 million, goodwill of $42 million and inventory of $14 million. Liability balances reclassified into other current liabilities are primarily comprised of accounts payable of $65 million. The balances included in the final gain/(loss) calculation, at closing, are likely to be different due to normal operational activities occurring through the closing date.
The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
Reference 1: http://www.xbrl.org/2003/role/presentationRef