By Sara Rosenberg
New York, June 19 - Citigroup Global Markets Holdings Inc. sold a downsized $234 million synthetic mandatory exchangeable as part of General Electric Capital Corp.'s monetization of its $1.2 billion stake in Regency Centers Corp., which it inherited in the acquisition of Security Capital Group Inc. last year.
The three-year issue, in the SynDECS structure, will be convertible into Regency shares pledged by Security Capital.
Citigroup is sole bookrunner for the offering. Merrill Lynch & Co. is co-lead manager.
The issue priced to yield 2% plus the common stock, or 8.388%, with an initial conversion premium of 20%. All current dividends on the stock will be passed through to holders, plus 83.333% of any increase in the common dividend.
The deal was reduced from a previously estimated $300 million and came at the cheap end of guidance which put the yield at 1.5% to 2.0% with the initial conversion premium set at 20%.
There is a $35.16 million greenshoe available.
Concurrently, GECC sold Regency shares through an underwritten common stock offering and in private-sale contracts with certain underwriters. It will also sell back to Regency up to $150 million of shares at the public offering price.
Terms of the new deal are:
| Issuer: | Citigroup Global Markets Holdings Inc.
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| Issue: | SynDECs synthetic mandatory exchangeable linked to Regency Centers Corp.
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| Amount: | $234 million
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| Greenshoe: | $35.16 million
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| Bookrunner: | Citigroup
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| Maturity: | July 1, 2006
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| Issue price: | Par of $32.56
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| Yield: | 2% plus common stock dividend
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| Conversion premium: | 20%
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| Conversion price: | $39.07/$32.56
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| Conversion ratio: | 0.8333/1
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| Pricing date: | June 18 after close
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| Settlement: | June 24
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| Distribution: | Registered
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