EYE » Topics » Are my Notes currently convertible?

These excerpts taken from the EYE 8-K filed Feb 27, 2009.

Are my Notes currently convertible?

Yes. The Company previously announced the convertibility of the Notes pursuant to Section 15.01(a)(iii) of the Indenture and indicated that Holders of Notes could convert their Notes until 15 calendar days after the date

 

3


on which the Fundamental Change became effective (referred to as the “conversion window”). Because the Fundamental Change became effective on February 25, 2009, the conversion window remains open until 5:00 p.m., New York City time, on Thursday, March 12, 2009.

As previously announced, on February 26, 2009, the Company and the Trustee entered into a supplemental indenture to amend the Indenture to fix the conversion value for the Notes. As set forth in the supplemental indenture, the conversion value for Notes that are converted at any time after the effective date of the Merger is fixed at an amount in cash equal to $462.1848 for each $1,000 principal amount of the Notes, which is equal to the Conversion Rate of 21.0084 shares of the Company’s common stock multiplied by the Merger consideration of $22.00 per share.

In contrast, for Notes that you tender pursuant to the Offer, the Company estimates that the amount you will be entitled to receive, including accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date, will be approximately $1,003.40 per $1,000 principal amount of Notes, assuming the Fundamental Change Repurchase Date occurs on Monday, March 30, 2009. (Pages 6–7)

Are my Notes currently convertible?

Yes. The Company previously announced the convertibility of the Notes pursuant to Section 15.01(a)(iii) of the Indenture and indicated that Holders of Notes could convert their Notes until 15 calendar days after the date on which the Fundamental Change became effective (referred to as the “conversion window”). Because the Fundamental Change became effective on February 25, 2009, the conversion window remains open until 5:00 p.m., New York City time, on Thursday, March 12, 2009.

As previously announced, on February 26, 2009, the Company and the Trustee entered into a supplemental indenture to amend the Indenture to fix the conversion value for the Notes. As set forth in the supplemental indenture, the conversion value for Notes that are converted at any time after the effective date of the Merger is fixed at an amount in cash equal to $369.0962 for each $1,000 principal amount of the Notes, which is equal to the Conversion Rate of 16.7771 shares of the Company’s common stock multiplied by the Merger consideration of $22.00 per share.

In contrast, for Notes that you tender pursuant to the Offer, the Company estimates that the amount you will be entitled to receive, including accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date, will be approximately $1,005.33 per $1,000 principal amount of Notes, assuming the Fundamental Change Repurchase Date occurs on Monday, March 30, 2009. (Pages 6–7)

Are my Notes currently convertible?

Yes. The Company previously announced the convertibility of the Notes pursuant to Section 15.01(vi) of the Indenture and indicated that Holders of Notes could convert their Notes until

 

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15 calendar days after the date on which the Merger became effective (referred to as the “conversion window”). Because the Merger became effective on February 26, 2009, the conversion window remains open until 5:00 p.m., New York City time, on Friday, March 13, 2009.

As previously announced, on February 26, 2009, the Company and the Trustee entered into a supplemental indenture to amend the Indenture to fix the Company’s conversion obligation with respect to the Notes. As set forth in the supplemental indenture, the Company’s conversion obligation with respect to Notes that are converted at any time after the effective date of the Merger is fixed at an amount in cash equal to $1,000.00 for each $1,000 principal amount of the Notes, without interest.

In contrast, for Notes that you tender pursuant to the Offer, you also will be entitled to receive accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. Accordingly, the Company estimates that you will receive approximately $1,005.21 per $1,000 principal amount of Notes, assuming the Fundamental Change Repurchase Date occurs on Monday, March 30, 2009. (Pages 6–7)

EXCERPTS ON THIS PAGE:

8-K (3 sections)
Feb 27, 2009
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