Advanced Medical Optics says all 7¼% notes tendered by expiry

New York, July 9 - Advanced Medical Optics Inc. said it received tenders of all $70 million of its 9¼% senior subordinated notes due 2010 by the time its offer to buy them expired at midnight ET on July 8.

Of the total, $69.998 million were tendered by the consent date and $2,000 subsequently. Notes tendered by the consent date were purchased on June 23. Advanced Medical Optics said it plans to buy the rest promptly following the first business day after the expiration date.

At its last announcement on June 22, Advanced Medical Optics said it will pay $1,154.09 per $1,000 principal amount to holders who tendered its 9¼% senior subordinated notes due 2010 by the consent deadline.

For notes tendered after the consent deadline, which was 5 p.m. ET on June 21, but before the expiration, the company will pay $30.00 less.

Advanced Medical Optics (B3/B) also said it has received the required consents to proposed changes in the indenture of its 9¼% notes.

As of the consent deadline, holders had tendered 99.99% of the notes and had delivered the related consents.

As previously announced, Advanced Medical Optics, a Santa Ana, Calif., maker of ophthalmic surgical and eye care products, said on June 9 that it had begun a cash tender offer for any and all its $70 million principal amount of 9¼% notes and was also soliciting noteholder consents to indenture amendments that would, among other things, eliminate substantially all of the indenture's restrictive covenants and certain events of default.

Advanced Medical said that holders tendering by the consent date would receive a payment based on a 75-basis point spread over the yield on a reference security, the 7% U.S. Treasury note due July 15, 2006, at 2 p.m. ET June 22, the pricing date, and the notes' call price of $1,046.25 on their first call date of July 15, 2006. The total consideration would include a $30 per $1,000 principal amount consent payment. Holders tendering after the consent date would receive the total consideration minus the $30 consent payment. Advanced Medical will also pay accrued interest on all validly tendered notes.

The company said the offer would be subject to the now-fulfilled condition of receipt of consents from holders of a majority of the principal amount of the notes, and completion of financing to fund the transaction. On June 16, Advanced Medical was heard by syndicate sources to have sold an upsized $300 million issue of new 2½% convertible notes due 2024 in a Rule 144A offering.

Lehman Brothers Inc. (800 438-3242 or collect at 212 528-7581) is the dealer manager and solicitation agent, Mellon Investor Services LLC (877 698-6865) is the information agent and The Bank of New York is depositary.

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