Convertibles Calendar: Pandora to price $300 million; Vitamin Shoppe on tap

December 3

PANDORA MEDIA INC.

• $300 million senior convertible bonds due 2020

• $45 million greenshoe

• Talked to yield 1.75%-2.25%, up 25%-30%

• Rule 144A

• Non-callable for three years, provisionally callable after two years subject to 130% hurdle

• Net-share settled

• Sole bookrunner Morgan Stanley & Co. LLC

• Capped call

• Proceeds to repay the cost of the capped call and for general corporate purposes

• Oakland, Calif.-based internet radio service

• NYSE: P

VITAMIN SHOPPE

• $125 million senior convertible bonds due 2020

• $18.75 million greenshoe

• Talked to yield 1.75%-2.25%, up 32.5%-37.5%

• Rule 144A

• Non-callable

• Net-share settled

• Joint bookrunners BofA Merrill Lynch and J.P. Morgan Securities LLC

• Call spread

• Proceeds for share repurchases

• Secaucus, N.J.-based specialty retailer and contract manufacturer of nutritional products

• NYSE: VSI

On The Horizon

CTI BIOPHARMA CORP.:

• Convertible preferred shares, series N-2

• Registered

• Par $1,000

• Freely convertible at the holder’s option

• Piper Jaffray & Co. bookrunner

• Proceeds to pay for the commercial launch of pacritinib in the U.S. for patients with myelofibrosis, for additional research for pacritinib use other than myelofibrosis, to advance PIXUVRI (pixantrone), and to support tosedostat in registration-directed trials, as well as for general corporate purposes, which may include funding research and development, conducting preclinical trials, acquiring or in-licensing potential new pipeline candidates, preparing and filing possible new drug applications.

• Seattle-based biopharmaceutical company focused on blood-related cancers

• Nasdaq: CTIC

ZION OIL & GAS INC.:

• Rights offering of up to $72 million of five-year convertible bonds

• Maturity Feb. 15, 2021

• Par $100

• Talked to yield 10%, up 30%

• Issuance seen in February

• Non-callable for two years

• Takeover protection

• Holders of 100 shares entitled to one right for two bonds until Jan. 15, 2016

• Proceeds to drill two initial wells in Israel, for production testing, for additional exploration and for general corporate purposes

• Dallas-based oil and gas exploration and production company focused on Israel

• Nasdaq: ZN

International Convertibles

On The Horizon

MACQUARIE GROUP LTD.:

• A$400 million convertible notes

• A$100 per note

• Mandatorily convertible subject to conditions on March 18, 2024, otherwise perpetual

• Listing on the Australian Securities Exchange under code “MQGPB”

• Proceeds for general corporate purposes and to redeem existing preferred membership interests in a $400 hybrid security

• Joint lead managers Macquarie Capital (Australia) Ltd. (sole arranger), ANZ Securities Ltd., Commonwealth Bank of Australia, Evans and Partners Pty Ltd., J.P. Morgan Australia Ltd., Morgans Financial Ltd., National Australia Bank Ltd. and Westpac Institutional Bank

• Sydney, Australia diversified financial services group

• Australia: MQG

NATIONAL BANK OF GREECE SA:

• Unsecured subordinated contingent convertible bonds

• Concurrent common share offerings in Greece and internationally

• Part of the bank’s recapitalization plan following stress tests

• Athens, Greece-based central bank providing diversified financial services

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