Manor Care overnight $90 million convert talked at 1.75-2.25%, up 55-60%

By Ronda Fears

Nashville, April 9 - Manor Care Inc. launched $90 million of 20-year convertibles talked to yield 1.75% to 2.25% with a 55% to 60% initial conversion premium. Pricing was slated for after the close Wednesday.

JPMorgan, Merrill Lynch & Co. and UBS Warburg are joint bookrunners of the Rule 144A deal.

In tandem with the convert, Manor Care was selling $200 million of 10-year split-rated senior notes and had negotiated a new three-year $200 million credit facility with a group of banks.

Manor Care also announced that its board of directors authorized another $100 million for its stock repurchase program through 2004, on top of the $100 million announced in January. Some $25 million of convertible proceeds may be used to purchase stock concurrently with that offering.

The 20-year convertible will be noncallable for seven years, with puts in years two, five, seven, 10 and 15.

There is a 120% contingent conversion trigger.

There is a $10 million greenshoe available.

Manor Care shares closed off 13c, or 0.66%, to $19.45.

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