New Issue: Sybase sells $400 million convertible at 1.75%, up 35%

Nashville, Feb. 16 - Sybase, Inc. sold $400 million of 20-year convertible subordinated notes, on swap, at par to yield 1.75% with a 35% initial conversion premium via joint bookrunners Lehman Brothers Inc. and Merrill Lynch & Co.

The Rule 144A deal priced at the tight end of coupon talk of 1.75% to 2.0% and in the middle of premium guidance of 32.5% to 37.5%.

Dublin, Calif.-based Sybase, a wireless software company for mobile and wi-fi technologies and Linux server software developer, said it would use up to $125 million of proceeds to buy back stock concurrent with the offering of the notes. Remaining proceeds, the company said, would be used for working capital and general corporate purposes, which may include the acquisitions, strategic investments or additional purchases of common stock.

Terms of the deal are:

Issuer:	Sybase, Inc.
Issue:	Convertible subordinated notes
Bookrunners:	Lehman Brothers Inc. and Merrill Lynch & Co.
Amount:	$400 million
Greenshoe:	$60 million
Maturity:	Feb. 15, 2025
Coupon:	1.75%
Price:	Par
Yield:	1.75%
Conversion premium:	35%
Conversion price:	$25.22
Conversion ratio:	39.6511
Contingent conversion:	130%
Contingent payment:	No
Dividend protection:	Yes
Takeover protection:	Yes
Call:	Non-callable for 5 years
Put:	In years 5, 10 and 15
Price talk:	1.75-2.0%, up 32.5-37.5%
Pricing date:	Feb. 15, after market close
Settlement date:	Feb. 22
Distribution:	Rule 144A

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