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Published on 9/8/2011 in the Prospect News Convertibles Daily.

First Reserve sells $800 million of Glencore 5% convertibles in secondary offering at 134.3

By Rebecca Melvin

New York, Sept. 8 - Energy-focused private equity firm First Reserve Corp. sold $800 million of Glencore Finance (Europe) SA's 5% convertible bonds due 2014 in a secondary offering to mostly European investors at a price of 134.3 per bond.

The Glencore-issued convertibles are guaranteed by Glencore International AG and Glencore AG.

Concurrently with the convertibles sale, First Reserve purchased 141 million of Glencore ordinary shares.

The conversion price of the Regulation S deal still stands at the original initial conversion price of $5.66, which was set when the five-year paper originally priced. All other terms for the issue remain unchanged, according to a syndicate source. The paper matures Dec. 31, 2014.

Credit Suisse Securities (Europe) Ltd. and Morgan Stanley & Co. International plc, were the joint lead managers and joint bookrunners for the deal.

The bonds are non-callable until November 2012 and then provisionally callable subject to a 150% price hurdle. There are no puts.

Based in Baar, Switzerland, Glencore is a supplier of commodities and raw materials to industrial consumers.

First Reserve is using proceeds from the bond offering to express its bullish sentiment on Glencore stock, and it bought Glencore shares, most of which were purchased from hedge funds participating in the secondary convertibles offering.

Settlement of the bonds and the shares is set for Sept. 13.

First Reserve is a private equity investment firm focused on energy and natural resource industries with U.S. headquarters in Greenwich, Conn.

Issuer:Glencore Finance Europe SA
Guarantors:Glencore International AG and Glencore AG
Issue:Convertible bonds
Amount:$800 million
Maturity:Dec. 31, 2014
Coupon:5%
Price:134.3
Calls:Non-callable until November 2012, then provisionally callable subject to a 150% price hurdle
Put option:None
Bookrunners:Credit Suisse Securities (Europe) Ltd. and Morgan Stanley & Co. International plc
Stock symbol:London: GLEN
Stock price:405.8p at close Sept. 7
Settlement date:Sept. 13
Distribution:Regulation S
Market capitalization:£28.1 billion

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