Convertibles Calendar: Orexigen to price $100 million deal

December 2

OREXIGEN THERAPEUTICS INC. (Nasdaq: OREX): $100 million of seven-year convertible senior notes; pricing late Monday; to yield 2.75%-3.25%, up 27.5%-32.5%; Rule 144A; $15 million greenshoe; joint bookrunners BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, and Leerink Swann; co-manager Piper Jaffray & Co.; contingent conversion at 130%; non-callable for life; conversion settlement in shares, cash or a combination of shares and cash; dividend protection via a conversion ratio adjustment and a make-whole adjustment premium in the event of a change of control; proceeds for working capital, other general corporate purposes, and possibly acquisitions; San Diego-based biopharmaceutical company focused on treatments of obesity.

December 3

RPM INTERNATIONAL INC. (NYSE: RPM): $200 million of seven-year convertible senior notes; pricing after the market close Tuesday; talked to yield 2.25%-2.75%, up 30%-35%; joint bookrunners are Wells Fargo Securities LLC and Goldman Sachs & Co.; contingent conversion at 135% price hurdle; non-callable for five years, then provisionally callable subject to a 125% price hurdle; proceeds to repay, redeem or refinance $200 of million 6.25% unsecured senior notes, with remaining proceeds to invest in high-quality, short term investments; maker of specialty chemical products is based in Medina, Ohio.

December 4

GT ADVANCED TECHNOLOGIES INC. (Nasdaq: GTAT): $125 million of seven-year convertible notes; pricing after the market close Wednesday; talked at 3%-3.5%, up 30%-35%; concurrent stock offering for 12 million shares; Morgan Stanley & Co. LLC and Goldman, Sachs & Co. as joint bookrunners; co-manager Canaccord Genuity Inc.; $18.75 million greenshoe; contingent conversion; non-callable; proceeds for working capital and general corporate purposes, which may include acquisitions and capital expenditures; Merrimack, N.H.-based provider of equipment and services that support the growth of the solar and LED industries.

ALLY FINANCIAL INC.: U.S. Treasury Department is offering tangible equity units of Ally; concurrent initial public offering of common stock; Ally will not receive proceeds from the sale; timing, talk and deal sizes weren't yet available; bookrunners Citigroup Global Markets Inc., Goldman Sachs & Co., Morgan Stanley & Co. LLC, Barclays and Deutsche Bank Securities Inc.; shares to be listed on the NYSE under symbol "ALLY"; bank holding company focused on auto financing based in Detroit.

International Convertibles

NATIONAL AUSTRALIA BANK: A$1.5 billion of floating-rate noncumulative convertible preference shares II; Bank Bill Rate plus 325 basis points; convertible or redeemable Dec. 17, 2020 or upon the occurrence of a loss absorption event; mandatorily redeemable Dec. 19, 2022 or in the event of an acquisition event; proceeds for general corporate purposes; Melbourne-based financial services company.

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