Advanced Medical Optics sets pricing in tender for 9¼% notes

New York, June 22 - Advanced Medical Optics, Inc. 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% senior subordinated notes due 2010 as part of its previously announced tender offer and related consent solicitation for the notes.

As of the consent deadline, which expired as scheduled at 5 p.m. ET June 21, without extension, holders had tendered 99.99% of the notes and had delivered the related consents.

The company anticipates making payment for the notes tendered by the consent deadline on the initial payment date, which it said would be on or promptly following the first business day after the consent date, and will pay for any notes tendered after the consent deadline, but before the offer expires, on the final payment date, expected to be on or promptly following the first business day after the offer expiration date. It also reserves the right to accept for payment and pay for notes on interim payment dates after the initial payment date and before the final payment date.

A supplemental indenture putting into effect the proposed amendments will become operative on the initial payment date.

Holders may no longer withdraw their tenders or revoke their consents now that the consent deadline has passed.

The underlying tender offer meantime continues and is scheduled to expire on July 8, subject to possible extension.

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 outstanding 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.

It set a consent deadline of 5 p.m. ET on June 21, while the tender offer ends at midnight ET on July 8, subject to possible extension.

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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