New Issue: Wind River overnight $125 million convertibles at 3.75% yield, up 30%

By Ronda Fears

Nashville, Tenn., Dec. 5 - Wind River Systems Inc. sold $125 million of five-year convertible subordinated notes at par to yield 3.75% with a 30% initial conversion premium. Credit Suisse First Boston was lead manager of the overnight Rule 144A deal, which priced at the aggressive end of yield price talk and at the cheap end of premium guidance.

Wind River, an Alameda, Calif.-based software company, intends to use proceeds for general corporate purposes, including working capital, payment of existing indebtedness and potential acquisitions.

Wind River also has a $140 million issue of 5% convertible notes (B-) due August 2002, which sold at par in July 1997, oustanding.

Terms of the new deal are:

Issuer: Wind River Systems Inc.

Amount: $125 million

Greenshoe: $25 million

Lead Manager: Credit Suisse First Boston

Maturity Date: Dec. 15, 2006

Coupon: 3.75%

Issue Price: par

Yield: 3.75%

Conversion Premium: 30%

Conversion Price: $24.115

Conversion Ratio: 41.468

Call: non-callable for three years with 150% hurdle and

make-whole provision fro coupon payments

Settlement Date: Dec. 10

End

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