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Published on 4/11/2006 in the Prospect News Biotech Daily and Prospect News Convertibles Daily.

Medtronic $4 billion convertibles talked at 0.75%-1.5% for 5-years, 1%-1.75% for 7-years, both up 10%

By Kenneth Lim

Boston, April 11 - Medtronic Inc. plans to offer $4 billion of convertible senior unsecured notes in two equally sized tranches due 2011 and 2013 with an initial conversion premium at 10%.

The five-year convertibles are talked at a coupon of 0.75% to 1.5%, while the seven-year securities are talked at a coupon of 1% to 1.75%. Each tranche has an over-allotment option for a further $200 million.

Pricing is expected Wednesday after the market closes.

Morgan Stanley, Bank of America, Merrill Lynch, Citigroup, Deutsche Bank and Goldman Sachs are the bookrunners of the Rule 144A deal, the second biggest so far this year.

Medtronic will carry out convertible note hedge and warrant transactions and expects the warrants will have an exercise price at a 50% premium to the common stock price.

All the convertibles will be non-callable for life, and there are no puts.

The convertibles will be contingently convertible if the stock price exceeds 140% of the conversion price.

The convertible bonds have full dividend and takeover protection. There is a net-share settlement feature.

Moody's Investors Service is expected to rate the notes A1, while Standard and Poor's has rated them AA-.

Medtronic, a Minneapolis-based medical device maker, said it will buy back about $2.5 billion of its own stock using the proceeds. The repurchase amounts exceed the outstanding 36 million shares in its current stock buyback program. Part of the proceeds will also be used to fund the convertible note hedge transactions. Any remaining proceeds will be used for general corporate purposes.


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