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