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Published on 4/26/2004 in the Prospect News Convertibles Daily.

Matria Healthcare $75 million convertible talked at 4.625-5.125%, up 42.5-47.5%

By Ronda Fears

Nashville, April 26 - Matria Healthcare Inc. launched $75 million of 20-year convertible notes talked to yield 4.625% to 5.125% with a 42.5% to 47.5% initial conversion premium, with proceeds earmarked to help pay for the tender offer for its 11% senior notes.

UBS Investment Bank is sole bookrunner of the Rule 144A deal, which is slated to price after the close Thursday.

The senior subordinated notes will be non-callable for five years with a 150% threshold and a make-whole provision for coupon payments. There are puts in years five, 10 and 15.

There is a 125% contingent conversion trigger.

Holders will have full dividend protection.

An $11.25 million greenshoe is available.

Proceeds will be used to redeem Matria's $122 million of 11% senior notes. On Friday, the company extended the tender offer for those notes, which had been due to expire Tuesday, until noon on May 28. As of midnight April 22, the company said it had received valid tenders from holders of $120 million principal amount of the notes, representing 98.36% of the outstanding amount.

Also last week, the Marietta, Ga., company reported first quarter earnings of $930,000, or 9 cents per share, compared with $1.1 million, or 11 cents, in first quarter 2003. Revenues rose 13% to $88.4 million from $78.2 million.

Matria said it expects second quarter earnings of 16 cents to 21 cents per share on revenue of $91 million to $93 million. For 2004, the company forecast earnings per share of $1.00 to $1.15, on revenue of $375 million to $386 million.

Matria Healthcare provides comprehensive disease management programs to health plans and employers for diabetes, cardiovascular diseases, respiratory diseases, high-risk obstetrics, cancer, chronic pain and depression.


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