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Published on 6/12/2009 in the Prospect News Convertibles Daily.

New Issue: Alliance Oil prices upsized $265 million five-year convertibles to yield 7.25%, up 27.5%

By Rebecca Melvin

New York, June 12 - Alliance Oil Co. Ltd. priced an upsized $265 million of five-year convertible bonds at par to yield a coupon of 7.25% with an initial conversion premium of 27.5%, according to a news release.

The Regulation S bonds priced at the cheap end of talk for the coupon, which was 6.75% to 7.5%, and at the midpoint of talk for the premium, which was 25% to 30%.

The offering was upsized by $40 million from an initially talked $225 million. There is a $35 million greenshoe, which was upsized from $25 million.

Alliance Oil, formerly West Siberian Resources Ltd., also priced $125 million of common stock in the form of Swedish Depositary Receipts. There is a $15 million greenshoe on the SDRs, which were priced at SEK 95.0 and are listed on the Nasdaq OMX Nordic.

The bonds are convertible into the SDRs at an initial conversion price of SEK 121.1250 per share.

Merrill Lynch International and Morgan Stanley & Co. International plc were joint bookrunners and joint lead managers for the convertibles, with Carnegie Investment Bank AB and VTB Capital plc acting as co-lead managers.

The bonds, which are expected to be listed on the Luxembourg Stock Exchange, are non-callable for three years and then provisionally callable at a 130% price hurdle.

Proceeds from both offerings are intended to strengthen the company's balance sheet and liquidity, reduce short-term debt and provide additional flexibility for both organic growth and potential acquisitions.

Alliance Oil is a Russian oil company based in Moscow.

Issuer:Alliance Oil Co. Ltd.
Issue:Convertible bonds
Amount:$265 million, upsized from $225 million
Greenshoe:$35 million, upsized from $25 million
Maturity:June 12, 2014
Bookrunners:Merrill Lynch International and Morgan Stanley & Co. International plc
Co-lead managers:Carnegie Investment Bank AB and VTB Capital plc
Concurrent offering:$125 million of Swedish Depositary Receipts
Coupon:7.25%
Price:Par
Yield:7.25%
Conversion premium:27.5%
Conversion price:SEK 121.1250
Price talk:6.75%-7.5%, up 25%-30%
Calls:Non-callable until 2012 and then provisionally callable at 130% price hurdle
Pricing date:June 11
Settlement date:July 16
Distribution:Regulation S
Stock listing:Nasdaq OMX Nordic
Bond listing:The unregulated Euro MTF of the Luxembourg Stock Exchange
Stock reference:SEK 95.0

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