Convertibles Calendar: Level 3, Volcano to price Tuesday

SEPTEMBER 14

LEVEL 3 COMMUNICATIONS INC. (Nasdaq: LVLT): $175 million offering of six-year convertible senior notes; after the market close Tuesday; talked at 6.25%-6.75%, up 22.5%-27.5%; greenshoe of $26.25 million; Bank of America Merrill Lynch bookrunner, with Citigroup Global Markets Inc. as lead manager and Deutsche Bank Securities Inc. and Morgan Stanley & Co. Inc. as co-managers; non-callable for three years, then provisionally callable if the stock exceeds 150% of the conversion price; proceeds for general corporate purposes, including working capital, capital expenditures and potential repurchase or redemption of its 5.25% convertible senior notes due 2011 and other existing debt; Broomfield, Colo.-based internet backbone services provider.

VOLCANO CORP. (Nasdaq: VOLC): $100 million five-year convertible senior notes; after the market close Tuesday; talked to yield 3%-3.5%, up 22.5%-27.5%; $15 million greenshoe; registered, off-the-shelf; via J.P. Morgan Securities LLC; non-callable for life, no puts; concurrent convertible bond hedge and warrant transactions; proceeds may be used to expand Volcano's manufacturing capabilities and invest in complementary products, technologies or businesses; Rancho Cordova, Calif.-based company makes and sells intravascular ultrasound and functional measurement products for vascular and structural heart disease.

ON THE HORIZON

GENERAL GROWTH PROPERTIES INC.: $2.15 billion six-month mandatorily exchangeable senior notes; via subsidiary New GGP, Inc.; new GGP will eventually become the parent company after General Growth Properties emerges from bankruptcy reorganization; due Jan. 31, 2011; coupon will be 0.5% for the first three months and then step up to 1%; notes will be mandatorily exchanged upon the completion of General Growth Properties' restructuring and a $2.5 billion common stock investment by Brookfield Asset Management, Inc.; callable at any time, non-putable; proceeds to reduce the equity investment by restructuring plan sponsors The Fairholme Fund and Pershing Square Capital Management and by Teacher Retirement System of Texas; General Growth is a Chicago-based real estate investment trust that focuses on shopping malls. The company filed for Chapter 11 bankruptcy protection in April 2009.

GENERAL MOTORS CO.: (NYSE: GM): plans series B mandatory convertible junior preferred stock as part of its proposed initial public offering of common stock to be sold by certain of its stockholders; registered; details pending: Morgan Stanley and JPMorgan, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Goldman Sachs & Co., Barclays Capital Inc., Credit Suisse, Deutsche Bank Securities Inc., RBC Capital Markets Corp. and UBS Investment Bank will be joint bookrunners for the offering; Detroit-based automaker.

INTERNATIONAL CONVERTIBLES

ON THE HORIZON

ARTEMIS: to price €600 million six-year bonds exchangeable into shares of retail group PPR SA (PP.FR); talked to yield 3.25%, up 27%-32%; €90 million greenshoe; joint bookrunners BNP Paribas, Credit Agricole Corporate and Investment Bank, Lazard-Natixis and Societe Generale; Regulation S; callable subject to a call trigger at 130% of the accreted early redemption price. The issuer may redeem the bonds in cash or shares based on a forward looking average; change-of-control and dividend protection; Paris-based privately held holding company of billionaire Francois Pinault.

ATLANTIC POWER CORP. (Toronto: ATP, NYSE: AT): plans convertible unsecured subordinated debentures in Canada, par value C$1,000 per bond; bookrunner BMO Capital Markets; size and terms will be set after the Canadian preliminary prospectus and an S-1 registration with the Securities and Exchange Commission are approved by regulators; concurrent stock offering via UBS; proceeds to repay $20 million revolving credit facility and $75 million investment in Piedmont Green Power biomass project and for general corporate purposes; Boston-based independent power producer.

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