This excerpt taken from the EYE 8-K filed Jul 13, 2005.
CONVERTIBLE SENIOR SUBORDINATED NOTES OFFERING
(SANTA ANA, CA), July 13, 2005 Advanced Medical Optics, Inc. (AMO) [NYSE: EYE], today announced the pricing of a private offering of $150 million aggregate principal amount of its 1.375% convertible senior subordinated notes due 2025. The notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The sale of the notes is expected to close on July 18, 2005, subject to customary closing conditions.
The notes will be unsecured senior subordinated obligations of AMO and will pay interest semi-annually at an annual rate of 1.375%. 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 an initial conversion price of approximately $47.60 per share (or an initial conversion rate of 21.0084 shares per $1,000 principal amount of notes). 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 the above initial conversion rate, subject to adjustment. The initial conversion price represents a 12.53% premium to the $42.30 per share closing price of AMOs common stock on The New York Stock Exchange on July 12, 2005.
Beginning July 6, 2011, AMO may redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued and unpaid interest. Holders may require AMO to repurchase the notes at a repurchase price equal to 100% of their principal amount, plus accrued and unpaid interest, on July 1, 2011, July 1, 2016 and July 1, 2021, or at any time prior to their maturity upon the occurrence of a fundamental change.
AMO intends to use the net proceeds from the offering to repay its outstanding term loan under its senior credit facility.
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.