Convertibles Calendar

WEEK OF SEPT. 27

CALPINE CORP. (Symbol: CPN): Rule 144A; $600 million of 10-year convertible senior unsecured non-callable notes, with $90 million greenshoe; price talk of 6% coupon for 7.15% yield at issue price of 83.9, initial conversion premium of 40% 45% at par or 17.5% to 21.7% at discount price; cash coupon in years 1 and 2, then years 6-10, accretion in years 3-5; full dividend protection; cash takeover protection; 120% contingent conversion threshold, plus net share settlement; sole bookrunner is Deutsche Bank Securities Inc.; Calpine also entering 10-year stock loan agreement with Deutsche for 89 million common shares, and $785 million of straight 10-year senior secured notes, non-callable for 5 years, via Merrill Lynch & Co.; San Jose, Calif.-based independent power producer to use convertible proceeds to call the remaining $198.5 million of its 5.75% High Tides I convertible preferreds and the remaining $285 million of its 5.5% High Tides II convertible preferreds; junk bond proceeds are for general corporate purposes, including redeeming or repurchasing debt; concurrent with the convertible, Calpine said it will use cash on-hand to repurchase approximately $266 million of its existing 4.75% unsecured convertible notes due 2023 from Deutsche Bank; the junk bond is slated to price Monday; the convertible is scheduled to price after the close Monday.

HUMAN GENOME SCIENCES INC. (Symbol: HGSI): Rule 144A; $200 million of seven-year non-callable convertible subordinated notes, with $50 million greenshoe; price talk of 2.25% to 2.75% yield, 30% to 35% initial conversion premium; full dividend protection by way of a conversion ratio adjustment; cash takeover protection via a premium make-whole provision; Rockville, Md.-based biotech firm to use proceeds to repurchase existing 5% and a 3.75% convertible notes due 2007; joint bookrunners are Credit Suisse First Boston and Merrill Lynch; pricing after the market close Tuesday.

MCMORAN EXPLORATI0N CO. (Symbol: MMR): Rule 144A; $75 million of seven-year convertible senior notes, with $11.25 million greenshoe; price talk of 5.0% to 5.5% yield, 25% to 30% initial conversion premium; coupon payments collateralized with Treasuries for three years; non-callable for five years, then with a 130% hurdle; full dividend protection via conversion ratio adjustment; New Orleans-based oil and gas producer also selling 5 million shares of common stock, and a 15% greenshoe; proceeds earmarked to finish drilling near-term oil and gas prospects, continuing development of the Main Pass Energy Hub project and for working capital; JPMorgan and Merrill Lynch are joint bookrunners of both offerings; pricing week of Sept. 27.

ON THE HORIZON

ADVANCED SEMICONDUCTOR ENGINEERING INC.: (Symbol: ASX): $135 million of five-year convertible notes, with a $15 million greenshoe; via lead manager Goldman Sachs International; the Taiwanese semiconductor testing firm also plans to sell 60 million American Depositary Shares, which will each represent five ordinary shares with a par value of NT$10 each; timing will be as soon as the registration statement at the Securities and Exchange Commission becomes effective.

PNM RESOURCES INC. (Symbol: PNM): $200 million of equity-linked securities as part of financing package for $1.024 billion acquisition of TNP Enterprises Inc.; timing to coincide with acquisition closing 9 to 12 months from announcement on July 25; letter of intent obtained for the purchase of $100 million of the equity-linked securities from an existing shareholder; Albuquerque, N.M., electric utility also plans to issue $250 million of common equity, of which $95 million will go to TNP Enterprises shareholders, and place $100 million of long-term senior notes; expected ratings BBB/Baa2.

RECENT SHELF FILINGS WITH THE SEC:

APOLLO GOLD CORP. (Symbol: AGT): $100 million shelf filed Sept. 22 for debt securities, common shares and warrants; debt may be issued as convertibles; Denver, Colo. gold miner will use proceeds for exploration and development of its properties, acquisition, exploration and development of additional properties or interests, working capital and general corporate purposes.

CIT GROUP INC. (Symbol CIT): $15 billion shelf filed Sept. 22 for common stock, preferred stock, depositary shares, senior debt securities, subordinated debt securities, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; Livingston, N.J., commercial and consumer finance company will use proceeds for additional working funds.

MISSION RESOURCES CORP. (Symbol: MSSN): $150 million shelf filed Sept. 24 for debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units; securities may be issued as convertibles; Houston oil and gas exploration and production company will use proceeds for general corporate purposes.

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