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Published on 12/12/2006 in the Prospect News Convertibles Daily.

New Issue: Beckman Coulter sells $600 million of 30-year convertibles cheaper than talk, at 2.5%, up 25%

By Kenneth Lim

Boston, Dec. 12 - Beckman Coulter Inc. on Monday priced $525 million of 30-year convertible senior notes cheaper than talk, at a coupon of 2.5% and an initial conversion premium of 25% - and later in the day it announced the $75 million greenshoe had been exercised, raising the deal size to $600 million.

The convertibles were offered at par. Price talk was revised on Monday to a coupon between 2.5% and 2.625% with an initial conversion premium of 27.5%. Original price talk was for a coupon of 2.25% to 2.75% and an initial conversion premium of 27.5% to 32.5%.

There over-allotment option was for a further $75 million.

Morgan Stanley was the bookrunner of the Rule 144A offering.

The convertibles are non-callable for the first seven years, and may be put in years seven, 10, 15, 20 and 25.

There is a contingent conversion hurdle at 130% of the conversion price for the first seven years and contingent payment at 120% of the principal.

There is dividend and takeover protection.

The securities have a net-share settlement feature.

Beckman Coulter, a Fullerton, Calif.-based developer of biomedical test systems and supplies, said $100 million of the proceeds will be used to concurrently buy back common stock, while another $245 million will be used to tender for its outstanding 7.45% senior notes due 2008. A further $185 million will be used to repay a bridge facility it entered into to buy Lumigen Inc., with the remainder earmarked for paying off an outstanding revolving debt.

Issuer:Beckman Coulter Inc.
Issue:Convertible senior notes
Bookrunner:Morgan Stanley
Amount:$525 million
Greenshoe:$75 million
Maturity:Dec. 15, 2036
Coupon:2.5%
Price:Par
Yield:2.5%
Conversion premium:25%
Conversion price:$74.21
Conversion ratio:13.4748
Contingent conversion:130%
Contingent payment:120%
Net-share settlement option:Yes
Dividend protection:Yes
Takeover protection:Yes
Call protection:Non-callable before Dec. 20, 2013
Puts:Dec. 15, 2013; Dec. 15, 2016; Dec. 15, 2021; Dec. 15, 2026; Dec. 15, 2031
Price talk:2.5%-2.625%, up 27.5%
Pricing date:Dec. 11 after the close
Distribution:Rule 144A

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