By Kenneth Lim
Boston, May 12 - Manor Care Inc. priced $250 million of 30-year convertible senior notes within talk at a coupon of 2% and an initial conversion premium of 10%.
Price talk guided for a coupon of 2% to 2.5% and an initial conversion premium of 10% to 15%. The convertibles were offered at par and the initial conversion price is $49.75 per share.
There is no over-allotment option.
JP Morgan was the bookrunner of the Rule 144A deal.
The convertibles will be non-callable for the first seven years, and there will be a put in the seventh year.
There is a contingent conversion trigger at 130%, and contingent payment at 120%.
There will be dividend and takeover protection via conversion rate adjustments.
Manor Care is a Toledo, Ohio-based provider of short-term post-acute and long-term health care. The company will use the proceeds from the offering to buy back $244 million of its common stock, including about $125 million expected to be sold by purchasers of the convertible notes.
| Issuer: | Manor Care Inc.
|
| Issue: | Convertible senior notes
|
| Bookrunner: | JP Morgan
|
| Amount: | $250 million
|
| Maturity: | June 1, 2036
|
| Coupon: | 2%
|
| Price: | Par
|
| Yield: | 2%
|
| Conversion premium: | 10%
|
| Conversion price: | $49.75
|
| Conversion ratio: | 20.1
|
| Contingent conversion: | 130%
|
| Contingent payment: | 120%
|
| Net-share settlement option: | Yes
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable 7 years
|
| Puts: | Year 7
|
| Price talk: | 2%-2.5%, up 10%-15%
|
| Pricing date: | May 11
|
| Settlement date: | May 17
|
| Distribution: | Rule 144A
|
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