Spansion Announces Closing of Public Offering of Common Stock and Private Placement of Senior Unsecured Notes

SUNNYVALE, Calif., Nov. 9, 2010 /PRNewswire-FirstCall/ -- Spansion Inc. (NYSE: CODE) today announced the closing of its public offering of 7,762,500 shares of Class A common stock at $17.00 per share.  The net proceeds to the company from the offering were approximately $124.3 million, after deducting the underwriting discounts and commissions and estimated offering expenses. Morgan Stanley & Co. Incorporated and Barclays Capital Inc. acted as representatives of the underwriters and, together with Citi, acted as joint bookrunning managers for the offering.  Gleacher & Company Securities, Inc., Needham & Company, LLC, Pacific Crest Securities LLC and ThinkEquity LLC acted as co-managers. The company plans to use the net proceeds from the offering for general corporate purposes.

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The company also announced today the closing of Spansion LLC's private placement of $200 million aggregate principal amount of its 7.875% Senior Notes due 2017.  The net proceeds from the private placement were approximately $195.3 million after deducting the initial purchasers' discounts and estimated offering expenses.  The company used the net proceeds from the sale of the notes to repay amounts outstanding under the company's $450 million term loan. Barclays Capital Inc. and Morgan Stanley & Co. Incorporated acted as representatives of the initial purchasers and, together with BofA Merrill Lynch and Citi, acted as joint bookrunning managers for the private placement. Gleacher & Company Securities, Inc., Needham & Company, LLC, Pacific Crest Securities LLC and ThinkEquity LLC acted as co-managers.  

"These transactions improve our capital structure by strengthening our cash position and giving us greater flexibility for the future," said Randy Furr, executive vice president and CFO of Spansion.

A registration statement relating to the public offering of the shares of Spansion's Class A common stock was filed by the company and declared effective on November 3, 2010 by the Securities and Exchange Commission. The public offering is being made only by means of a prospectus, copies of which can be obtained by contacting:

The notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and were offered and sold only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act.  Unless so registered, the notes may not be reoffered or resold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes or the shares of Spansion's Class A common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Statement

This release contains statements related to the future results of the company that are forward looking statements as defined in the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "believe," "expect", "intend", "estimate," "should," are "likely to be," "will" and similar expressions.  Investors are cautioned that these forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those statements. The company urges investors to review in detail the risks and uncertainties discussed in the company's Securities and Exchange Commission filings, including but not limited to the company's most recent Annual Report on Form 10-K for fiscal 2009 and Quarterly Reports on Form 10-Q. Unless otherwise required by applicable laws, the company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Spansion

Spansion's (NYSE: CODE) technology is at the heart of electronics systems, powering everything from the internet of today to the smart grid of tomorrow, positively impacting people's daily lives at work and play. Spansion's broad Flash memory product portfolio, smart innovation and industry leading service and support are enabling customers to achieve greater efficiency and success in their target markets.

Spansion(R), the Spansion logo, MirrorBit(R), and combinations thereof, are trademarks and registered trademarks of Spansion LLC in the United States and other countries. Other names used are for informational purposes only and may be trademarks of their respective owners.

SOURCE Spansion Inc.