Davis Polk & Wardwell LLP advised J.P. Morgan Securities Inc. as sole lead dealer manager and Goldman, Sachs & Co. as co-dealer manager in connection with an exchange offer by American Medical Systems Holdings, Inc. (AMS) to exchange up to $250 million aggregate principal amount of its new 4% convertible senior subordinated notes due 2041 for an equal aggregate principal amount of its currently outstanding 3.25% convertible senior subordinated notes due 2036. Both series of notes are guaranteed on a senior subordinated basis by certain of AMS’s subsidiaries.

Based in Minnetonka, Minnesota, AMS is a diversified supplier of medical devices and procedures to cure incontinence, erectile dysfunction, benign prostate hyperplasia (BPH), prolapse and other pelvic disorders in men and women.

The Davis Polk corporate team included partner Alan F. Denenberg and associates Jeffrey Gould, Caroline J. Perry and Patrick Spencer. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Michael Nguyen and Kimberly Kakade were the legal assistants for the transaction. Except as indicated above, all members of the Davis Polk team are based in the Menlo Park office.