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Published on 3/30/2011 in the Prospect News Convertibles Daily.

New Issue: Mentor Graphics sells $220 million 20-year convertibles at 4%, up 40%

By Rebecca Melvin

Boston, March 30 - Mentor Graphics Corp. priced $220 million of 20-year convertible subordinated debentures after the market close on Tuesday at par to yield 4% with an initial conversion premium of 40%, according to a news release.

The Rule 144A deal came at the rich end of coupon talk, which was 4% to 4.5%, and at the midpoint of 37.5% to 42.5% conversion premium talk.

Citigroup Global Markets Inc. and Merrill Lynch were the bookrunners of the offering, which has an over-allotment option for an additional $33 million of debentures.

The notes may be called after five years and can be put in years seven, 10 and 15.

There is a contingent conversion threshold at 120% of the conversion price.

The notes will have standard dividend and takeover protection.

Proceeds will be used to buy back up to $25 million of common stock, to repay an $18.5 million term loan due 2013 and to retire the company's existing 6.25% convertible subordinated debentures due 2026.

Wilsonville, Ore.-based Mentor Graphics provides software used in electronic design.

Issuer:Mentor Graphics Corp.
Issue:Convertible subordinated debentures
Amount:$220 million
Greenshoe:$33 million
Maturity:April 1, 2031
Bookrunners:Citigroup Global Markets Inc., Merrill Lynch
Coupon:4%
Price:Par
Yield:4%
Conversion premium:40%
Conversion price:$20.54
Conversion ratio:48.6902
Calls:Non-callable until April 1, 2016
Puts:In years seven, 10 and 15
Takeover protection:Yes
Dividend protection:Yes
Contingent conversion:Yes, at 120%
Price talk:4%-4.5%, up 37.5%-42.5%
Pricing date:March 29, after the close
Settlement date:April 4
Distribution:Rule 144A
Stock symbol:Nasdaq: MENT
Stock reference price:$14.67 at close March 29
Market capitalization:$1.69 billion

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