This excerpt taken from the EYE 8-K filed Jul 13, 2005.
CONVERTIBLE SENIOR SUBORDINATED NOTES
(SANTA ANA, CA), July 13, 2005 Advanced Medical Optics, Inc. (AMO) [NYSE: EYE], today announced that it intends to offer, subject to market conditions and other factors, $150 million aggregate principal amount of convertible senior subordinated notes due 2025.
The notes will be unsecured senior subordinated obligations of AMO and will pay interest semi-annually. Prior to June 1, 2011, the notes will be convertible, only upon specified events, at the option of the holder into cash and, in certain circumstances, shares of AMOs common stock at a price to be determined. On or after June 1, 2011, the notes will be convertible at any time prior to maturity at the option of the holder into cash and, in certain circumstances, shares of AMOs common stock at a price to be determined.
AMO intends to use the net proceeds from the offering to repay outstanding term loan borrowings under its senior credit facility.
The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The notes and any common stock issuable upon conversion of the notes will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and, unless they are registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.