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This excerpt taken from the EYE 8-K filed Jun 9, 2006. REPURCHASE $500 MILLION IN COMMON STOCK (SANTA ANA, CA), June 7, 2006 Advanced Medical Optics, Inc. (AMO) [NYSE: EYE], today announced the pricing of a private offering of $450 million aggregate principal amount of its 3.25% convertible senior subordinated notes due 2026. 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 June 13, 2006, subject to customary closing conditions. The notes will be unsecured senior subordinated obligations of AMO. AMO will pay interest on the notes semi-annually at an annual rate of 3.25%. Prior to July 1, 2014, 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 $59.61 per share (or an initial conversion rate of 16.7771 shares per $1,000 principal amount of notes). On and after July 1, 2014, and prior to maturity, the notes will be convertible at the option of the holder into cash and, in certain circumstances, shares of AMOs common stock at the initial conversion rate, subject to adjustment. The initial conversion price represents a 30% premium to the $45.85 per share closing price of AMOs common stock on The New York Stock Exchange on June 7, 2006. Beginning August 4, 2014, AMO may redeem any or all 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 August 1, 2014, August 1, 2017 and August 1, 2021, or at any time prior to their maturity upon the occurrence of a fundamental change. AMO expects to use the net proceeds from the offering, and borrowings under its senior credit facility, to purchase $500 million worth of shares of its common stock, as well as to
purchase up to $100 million in aggregate principal amount of its outstanding convertible notes through privately negotiated repurchases. The common stock will be purchased through an accelerated share repurchase arrangement with one or more of the initial purchasers and/or their affiliates, with substantially all of the shares being delivered with the closing of the sale of the notes or shortly thereafter. 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 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. This excerpt taken from the EYE 8-K filed Jun 6, 2006. COMPANY TO REPURCHASE $500 MILLION OF COMMON STOCK (SANTA ANA, CA), June 6, 2006 Advanced Medical Optics, Inc. (AMO) [NYSE: EYE], today announced that it intends to offer, subject to market conditions and other factors, approximately $450 million aggregate principal amount of convertible senior subordinated notes due 2026, plus up to an additional $50 million of notes subject to the initial purchasers option. The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The notes will be unsecured senior subordinated obligations of AMO. The interest rate, conversion price and other terms of the notes will be determined by negotiations between AMO and the initial purchasers of the notes. AMO expects to use the net proceeds from the offering, and borrowings under its senior credit facility, to purchase $500 million worth of shares of its common stock, as well as to purchase up to $100 million of its outstanding convertible notes through privately negotiated repurchases. The common stock will be purchased through an accelerated share repurchase arrangement with one or more of the initial purchasers and/or their affiliates with substantially all of the shares being delivered with the closing of the sale of the notes or shortly thereafter. This announcement does not constitute an offer to sell or the solicitation of offers to buy any security. Any offers of the securities will be made only by means of a private offering circular. The notes and any common stock issuable upon conversion of the notes have not been 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. | EXCERPTS ON THIS PAGE:
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