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Published on 2/28/2006 in the Prospect News Convertibles Daily and Prospect News PIPE Daily.

New Issue: HealthSouth prices upsized $400 million convertible preferreds at 6.5%, up 25%

By Kenneth Lim

Boston, Feb. 28 - HealthSouth Corp priced an upsized $400 million of convertible perpetual preferred stock late Tuesday at the rich end of talk for a coupon of 6.5% and an initial conversion premium of 25%.

The deal's size was originally set at $300 million, while price talk was for 6.5% to 7%, up 20% to 25%.

JP Morgan, Merrill Lynch and Citigroup are the bookrunners of the Section 4(2) deal.

The preferreds may be converted into HealthSouth common stock at a conversion price of $6.10.

They are non-callable for five years, and are convertible after that subject to a 150% trigger. They are protected from changes in dividend payouts and in takeover situations, syndicate sources confirmed.

HealthSouth, a Birmingham, Ala.-based provider of outpatient surgery, diagnostic imaging and rehabilitative health care services, is using proceeds from the deal to reduce its indebtedness. The company's stock currently trades on the Pink Sheets.

Issuer:HealthSouth Corp.
Issue:Convertible perpetual preferred stock
Bookrunner:JP Morgan, Merrill Lynch, Citigroup
Amount:$400 million
Dividend:6.5%
Conversion premium:25%
Conversion price:$6.10
Dividend protection:Yes
Takeover protection:Yes
Call:After 5 years, subject to 150% trigger
Price talk:6.5%-7%, up 20-25%
Pricing date:Feb. 28
Settlement date:March 7
Distribution:Section 4(2)
Symbol:Pink Sheets: HLSH

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