Convertibles Calendar

WEEK OF NOV. 15

GENCORP INC. (Symbol: GY): 144A; $50 million 20-year convertible subordinated debentures (Caa2/B/B-), with $25 million greenshoe; price talk for 2.25% to 2.75% coupon, 20% to 25% initial conversion premium; non-callable for 7 years, then with 140% hurdle through year 10; puts in years 7, 10 and 15; 130% contingent conversion trigger, full dividend protection; via bookrunner Wachovia Securities; co-managers include JPMorgan; Rancho Cordova, Calif., technology-based manufacturer with positions in the aerospace and defense, and real estate industries will use proceeds to repurchase part of its 5.75% convertible subordinated notes and to repay or repurchase other debt; pricing after the close Wednesday.

LEVEL 3 COMMUNICATIONS INC. (Symbol: LVLT): Rule 144A; $200 million of seven-year convertible senior notes (Ca), with a $40 million greenshoe; price talk of a 5.0% to 5.5% coupon, 17.5% to 22.5% initial conversion premium; non-callable for 4 years; full dividend protection; Broomfield, Colo.-based internet access service provider to use a portion of proceeds, together with borrowings under a $450 million senior secured term loan by subsidiary Level 3 Financing Inc., to fund a tender for debt due 2008; 14% to 19% of proceeds to be used to enter into bond hedge and warrant transactions to limit dilution from the conversion of the notes by effectively increasing the conversion premium to between 70% and 100%; remaining proceeds may be used to repurchase, repay or refinance existing debt and for general corporate purposes; via bookrunner Merrill Lynch & Co.; slated to price after the market close Wednesday or Thursday.

OVERSTOCK.COM INC. (Symbol: OSTK): Rule 144A; $75 million of 7-year convertible senior notes, with $15 million greenshoe; price talk of 3.625% to 4.125% coupon, 30% to 35% initial conversion premium; full dividend and takeover protection; Salt Lake City based online retailer to use proceeds for general corporate purposes, including possible acquisitions although no acquisition plans are pending; company also plans a concurrent sale of 1 million shares of common stock; via bookrunner Lehman Brothers Inc., co-managers include Piper Jaffray and Legg Mason; slated to price after the market close Wednesday or before the market open Thursday..

ON THE HORIZON

INTERNATIONAL SHIPHOLDING CORP. (Symbol: ISH): $40 million of convertible exchangeable perpetual preferred stock, $4 million greenshoe; via bookrunner Ferris, Baker Watts Inc.; New Orleans marine freight company, will use proceeds to buy two used ships and to add a second cargo deck to two vessels operating in its rail-ferry service.

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.

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