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Published on 3/1/2002 in the Prospect News Convertibles Daily.

New Issue: GM prices $3.3 billion convertibles in two tranches

* GM $1 billion Series A convertibles at 4.5% yield, up 32.5%

* GM $2.3 billion Series B convertibles at 5.25% yield, up 22.5%

By Ronda Fears

Nashville, Tenn., March 1 - General Motors Corp. sold $3.3 billion of convertible notes in two tranches in an offering increased from the original $2.5 billion size.

Merrill Lynch & Co. and Morgan Stanley were joint lead managers of the registered deal for the Detroit, Mich. automaker.

In the series A portion, General Motors sold $1 billion of 30-year convertible notes at par of 25 to yield 4.5% with a 32.5% initial conversion premium. The deal sold at the aggressive end of price talk that put the yield at 4.5% to 5.0% and premium between 27.5% and 32.5%.

In the series B portion, General Motors sold $2.3 billion of 30-year convertible notes at par of 25 to yield 5.25% with a 22.5% initial conversion premium. These securities also sold at the aggressive end of price talk that put the yield at 5.25% to 5.75% and premium between 17.5% and 22.5%.

Terms of the new series A deal are:

Issuer: General Motors Corp.

Amount: $1 billion

Lead Managers: Merrill Lynch and Morgan Stanley

Maturity Date: March 11, 2032

Coupon: 4.5%

Issue Price: par, $25

Yield to maturity: 4.5%

Conversion Premium: 32.5%

Conversion Price: $70.199

Conversion Ratio: 0.356

Call: non-callable for five years, then at par

Put: in years five, 10, 15, 20 and 25 at par

Contingent Conversion: 120% hurdle

Rating(s): Moody's: A3

S&P: BBB+
Settlement Date: March 6
Terms of the new series B deal are:
Issuer:General Motors Corp.
Amount: $2.3 billion
Lead Managers: Merrill Lynch and Morgan Stanley
Maturity Date: March 11, 2032
Coupon: 5.25%
Issue Price: par, $25
Yield to maturity:5.25%
Conversion Premium: 22.5%
Conversion Price: $64.901
Conversion Ratio: 0.385
Call: non-callable for seven years, then at par
Put:in years seven, 12, 17, 22 and 27 at par
Contingent Conversion: 120% hurdle
Rating(s):Moody's: A3
S&P: BBB+
Settlement Date: March 6

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