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Published on 4/7/2005 in the Prospect News Convertibles Daily.

New Issue: Merrill sells downsized $275 million exchangeable, into Nuveen, at 6.75%, up 20%

Morgan sells downsized $275 million exchangeable, into Nuveen, at 5.875%, up 20%

Nashville, April 7 - Morgan Stanley & Co. and Merrill Lynch & Co. each sold downsized $275 million exchangeables, which convert into Nuveen Investments Inc. Both issues were cut from $350 million in order to boost a secondary stock offering by The St. Paul Travelers Cos. Inc., although convertible officials said demand was strong for the exchangeables.

Merrill issued 2.5-year notes at par of 34 with a 6.75% coupon and 20% capped conversion premium. It priced at the cheap end of price talk for a 6.25% to 6.75% coupon.

Morgan issued 3.5-year notes at par of 34 with a 5.875% coupon and 20% capped conversion premium. It priced at the more aggressive end of price talk for a 5.75% to 6.25% coupon.

The offerings are part of St. Paul's divestiture of its 78% equity stake in the money manager Nuveen. In addition to the exchangeable, made possible by virtue of forward stock sale agreements with Merrill and Morgan, St. Paul sold 39.3 million of Nuveen shares at $34.00 in a public secondary offering and Nuveen repurchased $600 million of stock at a discounted price from St. Paul.

Terms of the new deals are:

Issuer:Merrill Lynch & Co.
Issue:Exchangeable mandatory senior unsecured securities
Reference shares:Nuveen Investments Inc.
Placement agent:Merrill Lynch
Amount:$275 million, cut from $350 million
Maturity:Oct. 15, 2007
Dividend:6.75%
Price:Par, $34.00
Yield:6.75%
Conversion premium:20%
Conversion price:$34.00/$40.80
Conversion ratio:0.8333/1.000
Dividend protection:Yes
Takeover protection:Yes
Call:Non-callable
Expected ratings:Moody's: Aa3
S&P: A+
Price talk:6.25%-6.75%, up 20%
Pricing date:April 6, after the close
Settlement date:April 12
Distribution:Registered
Issuer:Morgan Stanley Inc.
Issue:Exchangeable mandatory senior unsecured securities
Reference shares:Nuveen Investments Inc.
Placement agent:Morgan Stanley
Amount:$275 million, cut from $350 million
Maturity:Oct. 15, 2008
Dividend:5.875%
Price:Par, $34.00
Yield:5.875%
Conversion premium:20%
Conversion price:$34.00/$40.80
Conversion ratio:0.8333/1.000
Dividend protection:Yes
Takeover protection:Yes
Call:Non-callable
Expected ratings:Moody's: Aa3
S&P: A+
Price talk:5.75%-6.25%, up 20%
Pricing date:April 6, after the close
Settlement date:April 12
Distribution:Registered

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