Convertibles Calendar

FEB. 21 WEEK

GENESIS HEALTHCARE CORP. (Symbol: GHCI): Rule 144A; $150 million of 20-year senior subordinated convertible; $30 million greenshoe; price talk of 2.25% to 2.75% yield, 32.5% to 37.5% initial conversion premium; Kenneth Square, Pa.-based eldercare company may use up to $20 million of proceeds to buy back stock from short sellers, then $119.7 million to repay outstanding borrowings under the term loan portion of its senior credit facility and the balance for general corporate purposes, including possible additional stock repurchases; non-callable for five years, then for two more years with a provisional hurdle of 130%; cash puts in years seven, 10 and 15; a contingent conversion feature with a 130% stock trigger and 95% parity trigger; full dividend and takeover protection; converts rank pari passu with a Genesis HealthCare subsidiary's 8% notes through March 20, 2012; Wachovia Securities is sole bookrunner; Jefferies & Co. and Citigroup Global Markets Inc. are co-managers; pricing slated after the close Thursday.

MARCH 3 WEEK

ALLIED WASTE INDUSTRIES INC. (Symbol: AW): registered; $500 million of three-year mandatory convertible preferreds; $75 million greenshoe; par $250; price talk of 6.0% to 6.5% dividend, 23% to 27% initial conversion premium; non-callable with a 150% hurdle and make-whole provision; full takeover and dividend protection; Scottsdale, Ariz.-based trash hauler plans to use proceeds for its Allied Waste North America Inc. subsidiary to redeem a portion of its 9.25% senior notes due 2012 at 109.25 plus accrued and unpaid interest, fund its tender offer for the remaining $195 million of its 10% senior subordinated notes due 2009, repay $69.5 million of the Browning Ferris Inc. 7.875% senior notes due 2005, fund a portion of the tender offer for its 2006 senior notes and repay portions of term loans under the company's 2003 credit facility; offering is part of a larger refinancing effort that also includes the sale of $100 million of common stock, $600 million of Rule 144A senior notes by subsidiary Allied Waste North America Inc. and a new $1.45 billion bank facility that is expected to launch Feb. 24; convertible joint bookrunners are Citigroup Global Markets Inc., JPMorgan Securities and Deutsche Bank Securities; SG Cowen & Co. is co-manager; slated to price March 3.

ON THE HORIZON

CHIQUITA BRANDS INTERNATIONAL INC. (Symbol: CQB): undetermined amount of perpetual convertible preferreds and straight bonds, totaling together at least $350 million; also plans new $700 million credit facility; with at least $75 million of cash on hand, proceeds are earmarked to fund the Cincinnati-based produce distributor's $855 million cash acquisition of the Fresh Express unit of Performance Food Group Co.; at least $350 million in gross proceeds from the issuance of unsecured senior notes and convertible securities for acquisition financing; Wachovia Securities is administrative agent on all the bank financings.

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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