Published on 5/17/2007 in the Prospect News Convertibles Daily.
New Issue: Countrywide reoffers $4 billion 30-year convertibles; series A at 98.25, series B at 98
By Kenneth Lim
Boston, May 17 - Countrywide Financial Corp. priced an overnight $4 billion two-tranche offering of 30-year floating-rate convertible senior debentures cheaper than talk on Thursday before the market opened.
The $2 billion series A convertibles were reoffered at 98.25 with a coupon of three-month Libor minus 350 basis points and an initial conversion premium of 30%. The deal was talked at a reoffered range of 98.75 to 99 with the same coupon and conversion premium.
The $2 billion series B convertibles were reoffered at 98 with a coupon of three-month Libor minus 225 bps and an initial conversion premium of 45%. The deal was talked at a reoffered range of 98.75 to 99 with the same coupon and conversion premium.
Each series has an over-allotment option for a further $300 million.
Citigroup and Lehman Brothers were the bookrunners of the Rule 144A offering.
The series A debentures are non-callable for the first 17 months and may be put on Oct. 15 in years one, two, three, five, 10, 15, 20 and 25. The series B debentures are non-callable for the first two years and may be put in years two, three, five, 10, 15, 20 and 25.
There is a contingent conversion trigger at 130% of the conversion price for both series.
All the convertibles have dividend and takeover protection.
There is net-share settlement for both tranches.
Countrywide, a Calabasas, Calif.-based financial services provider, said it will use the proceeds of the deal to buy back up to 23 million common shares and to fund general corporate purposes.
| Issuer: | Countrywide Financial Corp.
|
| Issue: | Convertible senior debentures
|
| Bookrunners: | Citigroup and Lehman Brothers
|
| Pricing date: | May 17, before the open
|
| Distribution: | Rule 144A
|
|
|
| Series A
|
| Amount: | $2 billion
|
| Greenshoe: | $300 million
|
| Maturity: | April 15, 2037
|
| Coupon: | Three-month Libor minus 350 bps
|
| Price: | Par, reoffered at 98.25
|
| Yield: | Three-month Libor minus 350 bps
|
| Conversion premium: | 30%
|
| Conversion price: | $52.43
|
| Conversion ratio: | 19.0734
|
| Contingent conversion: | 130%
|
| Net-share settlement option: | Yes
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable before Oct. 15, 2008
|
| Puts: | Oct. 15, 2008; Oct. 15, 2009; Oct. 15, 2010; Oct. 15, 2012; Oct. 15, 2017; Oct. 15, 2022; Oct. 15, 2027; Oct. 15, 2032
|
| Price talk: | Three-month Libor minus 350 bps, up 30%, reoffered at 98.75-99
|
|
|
| Series B
|
| Amount: | $2 billion
|
| Greenshoe: | $300 million
|
| Maturity: | May 15, 2037
|
| Coupon: | Three-month Libor minus 225 bps
|
| Price: | Par, reoffered at 98
|
| Yield: | Three-month Libor minus 225 bps
|
| Conversion premium: | 45%
|
| Conversion price: | $58.48
|
| Conversion ratio: | 17.1003
|
| Contingent conversion: | 130%
|
| Net-share settlement option: | Yes
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable before May 15, 2009
|
| Puts: | May 15, 2009; May 15, 2010; May 15, 2012; May 15, 2017; May 15, 2022; May 15, 2027; May 15, 2032
|
| Price talk: | Three-month Libor minus 225 bps, up 45%, reoffered at 98.75-99
|
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