Wesco holders tender all 1.75% convertibles, 86% of 2.625% notes in oversubscribed exchange offer

By Susanna Moon

Chicago, Aug. 24 - Wesco International, Inc. said it received $300 million principal amount, or 100%, of its 1.75% convertible senior debentures due 2026 and $129 million principal amount, or 86%, of its 2.625% convertible senior debentures due 2025.

An exchange offer for the convertibles expired at midnight ET on Aug. 21. It began July 27.

The 2.625% convertible will be subject to a proration factor of about 44%, with the final percentage to be determined later.

Wesco said it will issue about $345 million principal amount of its new 6% convertible senior debentures due 2029 in exchange for the tendered notes. Settlement will occur on Aug. 27.

The company noted on Aug. 21 that the initial conversion price for its new 6% convertibles will be $28.8656, which is 125% of the average volume-weighted average price of the company's stock for the 10 trading days that ended Aug. 21.

The conversion ratio is 34.6433 shares per $1,000 principal amount of debentures.

The company will issue $960 principal amount of new convertibles for each $1,000 principal amount of 1.75% convertibles and $1,010 principal amount of new convertibles for each $1,000 principal amount of 2.625% convertibles.

Holders will also receive accrued interest.

Wesco previously said it will issue no more than $345 million principal amount of the new convertibles, and the offer is conditioned on the issue of at least $100 million of the 6% convertibles.

All tendered 1.75% convertibles will be accepted before any 2.625% convertibles are accepted.

The lead dealer managers for the offer are Goldman, Sachs & Co. (877 686-5059 or call collect 212 357-2992) and Barclays Capital Inc. (800 438-3242 or call collect 212 528-7581). The co-dealer managers are Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, Robert W. Baird & Co. Inc. and Raymond James & Associates, Inc.

Global Bondholder Services Corp. (866 470-1500 or call collect 212 430-3774) is the information agent. The Bank of New York Mellon is the exchange agent.

Wesco is a Pittsburgh-based distributor of electrical construction products and supplies.

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