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Published on 6/13/2007 in the Prospect News Convertibles Daily.

New Issue: Sunstone $220 million 20-year exchangeables yield 4.6%, up 23.5%, reoffered at 98.75

By Kenneth Lim

Boston, June 13 - Sunstone Hotel Investors Inc. priced $220 million of 20-year exchangeable senior notes cheaper than talk on Tuesday to yield 4.6% with an initial exchange premium of 23.5%. The notes were reoffered at 98.75.

The deal was talked at a coupon of 4.3% to 4.6%, an initial exchange premium of 23% to 25% and a reoffer price of at 99.5.

The notes are issued by Sunstone's operating partnership, Sunstone Hotel Partnership LLC, and are exchangeable into Sunstone's common stock.

There is an over-allotment option for an additional $30 million.

Bear Stearns was the bookrunner for the Rule 144A offering.

The exchangeables are non-callable for the first 5.5 years and may be put in years 5.5, 10.5 and 15.5.

There is a contingent exchange trigger at 130% of the exchange price.

The exchangeables will have dividend and takeover protection.

Sunstone, a San Clemente, Calif.-based real estate investment trust with a portfolio of hotel properties, said it will use the proceeds to pay down a $175 million loan on the Hyatt Regency Century Plaza Hotel and to buy back up to $60.2 million of its common stock. Sunstone on Monday said its board approved a $100 million stock buyback program.

Issuer:Sunstone Hotel Partnership LLC
Issue:Exchangeable senior notes
Exchange property:Sunstone Hotel Investors Inc. common stock
Bookrunner:Bear Stearns
Amount:$220 million
Greenshoe:$30 million
Maturity:July 15, 2027
Coupon:4.6%
Price:Par, reoffered at 98.75
Yield:4.6%
Exchange premium:23.5%
Exchange price:$34.50
Exchange ratio:28.9855
Contingent exchange:130%
Dividend protection:Yes
Takeover protection:Yes
Call protection:Non-callable before Jan. 20, 2013
Puts:Jan. 15, 2013; Jan. 15, 2018; Jan. 15, 2023
Price talk:4.3%-4.6%, up 23%-25%, reoffered at 99.5
Pricing date:June 12, after the close
Settlement date:June 18
Distribution:Rule 144A

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