MOODY'S ASSIGNS Baa1 TO GUARANTEED NOTES OF AST RESEARCH, INC. and UPGRADES CONVERTIBLE SUBORDINATED ZERO CPN LYONS TO B1
New York, 09-29-97 -- Moody's Investors Service assigned a Baa1 rating to AST Research, Inc.'s (AST) $136 million guaranteed notes. The notes are being issued to refinance AST's convertible subordinated zero coupon liquid yield option notes (LYONs), due 2013, currently outstanding. On September 2, 1997 a Change in Control Purchase Notice was issued by the LYONs Trustee informing LYONs holders of their right to redeem the LYONs for $431.83 per $1,000 principal amount of the LYONs at maturity. This amount is equal to the accreted value of the LYONs, which were sold at original issue discount, through September 30, 1997, 35 business days after the August 11, 1997 occurrence of the change in control represented by Samsung Electronics Co., Ltd.'s (Samsung) beneficial ownership of 50% or more of AST's outstanding shares of common stock. Samsung, a prior 49.4% owner of AST, had offered on April 21, 1997 to purchase the AST common shares it did not previous own. The rating on the LYONs, applicable to any that remain outstanding upon expiration of the 35 day period, was upgraded to B1 from B2. The LYONs will continue to accrete in value at 5.25% compounded annually through their maturity in 2013. LYONs holders additionally will retain options to put the LYONs back to AST on December 14, 1998, December 14, 2003 and December 14, 2008 at their then respective accreted values.
Moody's ratings take into account the full and unconditional guarantee on the notes by Samsung, one of the world's largest manufacturers and distributors of consumer electronics, semiconductors and computer and telecommunications products. Samsung, headquartered in Seoul, Republic of Korea, was in 1996 the world's largest producer of dynamic random access memory (DRAM) semiconductor chips, the second largest producer of video cassette recorders and the fourth largest producer of color television sets. Semiconductor sales are volatile, with contract 16 megabyte DRAM prices falling by approximately 80% in 1996 before relatively stabilizing over the first half of 1997. They accounted for 28.7% of Samsung's net sales over the first six months of 1997, while industrial electronics and consumer electronics contributed 41.3% and 29.9% of sales, respectively. Although Samsung has a leveraged capital structure, including off balance sheet contingent liabilities for the guaranteed indebtedness of affiliated companies, it has been able to generate positive free cash flows in the process of undertaking a substantial capital expenditure program for expansion and research and development.
Samsung acquired AST as a means of accessing AST's international distribution network for personal computers and other computer products, as well as supplying semiconductor components for use in AST's computers. Joint research and development projects between the two companies are also envisioned, especially in the multimedia field. Samsung's relationship with AST dates back to February, 1995 when the two companies entered into a stock purchase agreement providing Samsung with a substantial minority ownership interest in the Irvine manufacturer of personal computers. The transaction was subsequently completed that July and followed by additional support agreements in December, 1995 and December, 1996 in which Samsung guaranteed various lines of credit and provided various other financial assistance in exchange for incremental ownership shares aggregating 49.4% in place on April 21 of this year. As of March 31, 1997, AST had an accumulated deficit of $632 million and negative equity of $96 million. Although the LYONs represented AST's only long-term debt outstanding, AST had borrowed $250 million under bank lines supported by Samsung guarantees and had $36.9 million due to Samsung under a vendor line of credit.
Moody's remains concerned over AST because the company has continued to lose market share in the intensely competitive personal computer business. Reflecting a recent change in accounting periods, the company recorded operating losses of $106 million, $215 million, and $385 million for the fiscal year ended July 1, 1995, the six-month period ended December 30, 1995 and the fiscal year ended December 30, 1996, respectively. AST had a negative gross margin while incurring an operating loss of $97 million over the first three months of 1997.
The notes will be sold in a privately negotiated transaction without registration under the Securities Act of 1933 (the "Act") under circumstances reasonably designed to preclude a distribution in violation of the Act. The issuance has been designed to permit resale under Rule 144A and for the notes to become registered within the next six months.
AST Research, Inc., a manufacturer of personal computers, is headquartered in Irvine, California.
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