Millipore's $550 million of 20-year convertibles talked 3.25%-3.75%, up 37.5%-42.5%, to price Tuesday

By Kenneth Lim

Boston, June 6 - Millipore Corp. on Tuesday offered $550 million of 20-year convertible senior unsecured notes, talked at a coupon of 3.25% to 3.75% and an initial conversion premium of 37.5% to 42.5%.

Pricing was expected Tuesday after the market closed. The notes were offered at par.

There is a greenshoe option for a further $82.5 million.

UBS Investment Bank and Goldman Sachs were the bookrunners of the Rule 144A offering.

The notes are non-callable for the first 5.5 years, until Dec. 1, 2011. There are puts on Dec. 1, 2011, and in years 10 and 15. If a planned merger between Millipore and Serologicals Corp. does not go through, Millipore may redeem the notes before Oct. 10, 2006.

There is contingent conversion at 120% of the conversion price and contingent payment at 120% of the principal.

There is full dividend protection and a change of control put with a premium make-whole feature.

The notes are expected to be rated Ba2 by Moody's Investors Service and BB- by Standard and Poor's.

Millipore said it will use the proceeds of the deal to pay part of the consideration in its merger with Serologicals, which was announced in April. Any remaining proceeds will be used as working capital.

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