Convertibles Calendar

DECEMBER 10

SINO-FOREST CORP. (Toronto: TRE): $400 million seven-year convertible bonds; by way of a private placement in the United States, a short form prospectus offering in Canada, and internationally via a syndicate of initial purchasers with Credit-Suisse Securities Canada and TD Securities as joint bookrunners, and including Dundee Securities, RBC Dominion Securities, Scotia Capital, CIBC World Markets, Bank of America Merrill Lynch, Canaccord Capital and Maison Placements Canada; 15% greenshoe; concurrent offering of $300 million of common stock; talk on the coupon and premium wasn't yet available; while final pricing was expected Dec. 10 after the close; non-callable for life, with takeover and dividend protection; will rank pari passu to Sino-Forest's outstanding 5% convertibles due 2013; proceeds will be used to repay term loan debt of about $150 million, for commercial plantation timber under its Guizhou master agreement of about $250 million, forestry investments in cooperation with state-owned plantation entities in the People's Republic of China totaling about $200 million, with remaining funds earmarked for payments required in connection with its Mandra Forestry transaction and for general corporate purposes; commercial forest plantation operator in China.

ON THE HORIZON

ENERGY XXI (BERMUDA) LTD. (Nasdaq: EXXI):: $75 million of convertible perpetual preferred stock, or 750,000 shares at $100 a share; timing is sometime in Dec. 7 week; syndicate hasn't gone out with talk yet; talk seen at the middle of marketing later this week; registered, off-the shelf deal; greenshoe for up to 75,000 additional preferred shares; concurrent offering of 90 million shares of common stock; greenshoe of 13.5 million shares; UBS Investment Bank and Credit Suisse Securities (USA) LLC are joint bookrunners; proceeds to fund previously announced acquisitions; non-callable until Dec. 15, 2014 and then provisionally callable if the daily VWAP of the common stock is 150% of conversion price for at least 20 out of 30 consecutive trading days; Hamilton, Bermuda-based oil and natural gas exploration and production company, with properties in the Gulf of Mexico.

BANK OF VIRGINIA: Up to $10 million of convertible subordinated notes due 2024; upsized from $7.5 million; coupon 9%; $25 par; each investment unit is expected to consist of $25 worth of shares and three 9% convertibles; proceeds to increase regulatory capital and support expansion through additional investment and lending; on a best-effort basis via McKinnon & Co; Rule 144A placement; Midlothian, Va.-based bank.

SECURITY FEDERAL CORP. (OTCBB: SFDL): $5 million to $15 million of 30-year convertible senior debentures; to yield 8%, with an initial conversion premium of about 67%; minimum denominations of $5,000, and increments of $1,000, up to a maximum of $1 million per subscriber; non-callable for 10 years, then at par; up to $5 million of the proceeds will be used to repay a line of credit with another financial institution; Aiken, S.C.-based savings and loan holding company for Security Federal Bank.

WACCAMAW BANKSHARES INC. (Nasdaq: WBNK): Up to $10 million of mandatory convertible perpetual preferred stock, or 400,000 of series B mandatories, with a liquidation amount of $25; to yield 7%; together with warrants, which will purchase one share of common stock at $5 per share for five years; distribution via shareholder rights offering and public offering for remainder; via McKinnon & Co., as bookrunner on a best-efforts basis; greenshoe of $1.5 million of units; proceeds to enhance bank's capital ratios and support growth through lending, or to retire outstanding debt and to redeem securities, and for general corporate purposes; preferred stock and warrants will each be listed on the Nasdaq Global Market; Whiteville, N.C.-based bank holding company.

INTERNATIONAL CONVERTIBLES

ON THE HORIZON

HITACHI LTD. (NYSE: HIT): ¥100 billion five-year convertible bonds; to yield 0.10%, with a premium of 130% to 135%; conversion price will be determined between Dec. 7 and Dec. 10; Hitachi plans concurrent offering of 1.09 billion shares of common stock; proceeds are expected to fund capital expenditures of ¥220 billion, to make investments of ¥40 billion to strengthen its social innovation business, and to repay Hitachi debt; non-callable until Jan. 3, 2013 and then provisionally callable if Hitachi shares are 130% of the conversion price for 20 continuous trading days; maturity Dec. 12, 2014; Tokyo-based electronics conglomerate.

STX PAN OCEAN CO. LTD.: $200 million of convertible unsecured bonds; talked to yield 3.5%, up 20%-30%; timing not determined; Goldman Sachs International; about 50% of proceeds earmarked for general corporate purposes with the remainder for financing the purchase of a newly built vessel; the bonds are expected to be listed on the Singapore Exchange Securities; Seoul, South Korea-based marine transportation company.

AUSTRALIA NEW ZEALAND BANKING GROUP LTD.: A$750 million of mandatory convertible preferences shares; par value of A$100 per share; floating-rate dividend equal to the bank bill rate plus margin of 3.1% to 3.3% per year; maturity Dec. 15, 2016; joint lead managers are ANZ Securities, Commonwealth Securities, Deutsche Bank, Goldman Sachs JB Were, Macquarie, Morgan Stanley, Westpac and UBS; closing seen Dec. 10 for the general offer and Dec. 16 for the broker firm offer; proceeds for general corporate purposes, with the issue forming part of ANZ's diversified capital management strategy; to be listed on the Australian stock exchange under code ANZPA; Melbourne, Australia-based banking group.

KIWI INCOME PROPERTY TRUST: NZ$125 million of unsecured subordinated mandatory convertible notes; five-year tenor; dividend of 8.95% per year; convertible at NZ$1.20 per trust unit; proceeds will be used to extend the duration of the trust's funding base, diversify sources of funding and provide flexibility for the trust to consider additional investments; Goldman Sachs JB Were (NZ) Ltd. is joint lead manager and arranger, and Craigs Investment Partners Ltd. and Forsyth Barr Ltd. are joint lead managers; closing is set for the primary offer on Dec. 11; to be listed on the New Zealand stock exchange; Auckland-based diversified property trust

WESTERN FINANCIAL GROUP INC. (Toronto: WES): a minimum of C$15 million and a maximum of C$30 million of perpetual convertible first preferred shares; in a best-efforts deal; via syndicate co-led by TD Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc., and also Desjardins Securities Inc., Jennings Capital Inc., GMP Securities LP, Acumen Capital Finance Partners Ltd. and Industrial Alliance Securities Inc.; Regulation S; proceeds for general corporate purposes and to fund ongoing capital requirements for the company's subsidiaries; expected to close on Sept. 3; entitled to fixed cumulative preferential cash dividends at a rate of C$9 per share, which have a par value of C$100 per share, per annum for each year until March 31, 2015; convertible at C$2.81 per common share; non-callable until Sept. 30, 2012, and provisionally callable after that with a 135% price hurdle; financial services company based in High River, Alta.

BLACKROCK LATIN AMERICAN INVESTMENT TRUST PLC (London: BRLA): Up to $75 million of six-year convertible bonds; talked to yield 3.5%; Cenkos Securities plc is bookrunner; subject to shareholder approval at a general meeting of shareholders expected to be held in late August or early September; conversion price will be based on the investment fund's U.S. dollar net asset value on the penultimate business day before the general meeting, plus a conversion premium of 5% for the first three years, ratcheting up to 15% for the second three years; distribution will be mainly in Europe, and issue won't be offered in the United States; proceeds will be invested; London-based investment fund.

INTRALOT SA: Up to €150 million of a convertible bond loan; up to seven-year duration; approved at a June 4 shareholders meeting; Athens-based provider of lottery gaming systems.

UNIONE DI BANCHE ITALIANE SCPA: €640 million of four-year convertible bonds; fixed coupon and will be listed for trading; convertible at the option of both the bondholders and the group; net share settlement; Bergamo, Italy, banking group resulting from the 2007 merger of BPU - Banche Popolari Unite and Banca Lombarda e Piemontese.

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