Convertibles calendar

WEEK OF DEC. 5

U.S. BANCORP (Symbol: USB): to price $2 billion 30-year floating-rate convertible senior debentures, Dec. 6, before the open, Rule 144A deal, terms set at floating rate equal to three-month Libor minus 146 basis points, up 20%, with reoffer price still being set; Citigroup and Deutsche Bank joint bookrunners; greenshoe of $500 million; non-callable for one year and first put at year one; Minneapolis-based financial holding company.

KANSAS CITY SOUTHERN (Symbol: KSU): to price about $210 million convertible preferreds; Dec. 6, before the open; registered deal; talked to yield 5.25% to 5.75%, up 21.5%; via bookrunner Morgan Stanley: non-callable for five years with an issuer option to force conversion at 130% of the conversion price after five years; dividend protection; most of the proceeds to buy 9 million shares of Kansas City Southern common stock from Grupo TMM SA, Kansas City, Mo.-based transportation holding company with railroad investments.

ST. JUDE MEDICAL INC. (Symbol: STJ): to price $600 million of 30-year convertibles; Dec. 6, after the close; price talk 2.375% to 2.875%, up 25%; bookrunner Banc of America Securities; greenshoe $60 million; proceeds to repay commercial paper issued to fund its previously announced acquisition of Advanced Neuromodulation Systems Inc.; St. Paul, Minn.-based medical device maker.

XL CAPITAL LTD. (Symbol: XL): $650 million mandatory convertibles; Dec. 7, after the markets close; joint bookrunners Goldman Sachs and Citigroup; $25 equity units; talked at 7% to 7.50% for the dividend, up 20% to 24%; greenshoe of $97.5 million; concurrently with $2.15 billion in ordinary shares; proceeds for general corporate purposes, including replenishment of subsidiary capital bases following third-quarter catastrophe losses; Bermuda-based insurance and reinsurance company.

WEEK OF DEC. 12

OMNICARE INC. (Symbol: ORC): to price $750 million of 30-year convertibles; set to price Dec. 12, after the close of markets; price talk was 3.125% to 3.625% for the coupon, up 32.5% to 37.5%. joint bookrunners JP Morgan, Lehman Brothers and CIBC World Markets, with SunTrust Robinson Humphrey, Wachovia Securities and Merrill Lynch acting as co-managers; non-callable for 10 years, with a put in year 10; concurrent offerings including $750 million of senior subordinated notes and 12,825,000 shares of common stock; a portion of the proceeds from the convertibles will be used to repay the company's $1.9 billion 364-day loan facility, remaining proceeds will be used to repurchase all of the outstanding $375 million principal amount of its 8.125% senior subordinated notes due 2011; Covington, Ky.-based nursing home drug-services provider.

CERADYNE INC. (Symbol: CRDN): $100 million of 30-year convertibles; Dec. 13, after the close; talked to yield 2.875% to 3.375%, up 30% to 35%; non-callable for five years, with puts in years seven, 10, 15, 20 and 25; greenshoe of $10 million; concurrent offering of 1.8 million shares; bookrunner Citigroup Corporate and Investment Banking; Wachovia Securities, Needham & Co., LLC co-lead managers; portion of proceeds to repay in full its credit facility of $110.9 million; Costa Mesa, Calif.-based maker of technical ceramic products for defense, industrial, automotive and commercial applications.

ON THE HORIZON

ENTERGY CORP. (Symbol: ETR): to price up to $500 million of mandatory convertible equity units; $50 equity units; due Feb. 17, 2009; New Orleans-based electric utility.

NRG ENERGY INC. (Symbol: NRG): Mandatory convertible preferreds expected to total $500 million, with concurrent offerings of $1 billion equity and $2.5 billion debt, to finance roughly $4 billion of its $5.8 billion acquisition of Texas Genco LLC; Texas Genco owners may also receive as much as $400 million preferred stock; Princeton, N.J.-based NRG has operations in the southeastern, western and northeastern states, while Texas Genco has operations in eastern Texas; the transaction is expected to close first-quarter 2006.

DRS TECHNOLOGIES INC. (Symbol: DRS): $250 million senior subordinated convertible notes; as part of a mix of borrowings to help fund its acquisition of Engineered Support Systems Inc. (ESSI); the other financings include $124.7 million under a new revolving credit facility, $200 million from an expanded existing term loan and $700 million of new high-yield debt; DRS is a Parsippany, N.J.-based provider of technology products and services to defense, government intelligence and commercial customers. ESSI is a St. Louis-based diversified supplier of integrated military electronics, support equipment and technical services.

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