New Issue: Overstock.com sells upsized $100 million convertible at 3.75%, up 32.5%

Nashville, Nov. 18 - Overstock.com Inc. sold an upsized $100 million of seven-year convertible senior notes at par to yield 3.75% with a 32.5% initial conversion premium via bookrunner Lehman Brothers Inc.

The Rule 144A deal, upped from $75 million, was issued in the mid-range area of price talk for a 3.625% to 4.125% coupon and smack in the middle of premium guidance for 30% to 35%

The Salt Lake City based online retailer said proceeds would be used for general corporate purposes, including possible acquisitions, although no acquisition plans are pending. The company also plans a concurrent sale of 1 million shares of common stock.

Issuer:	Overstock.com Inc.
Issue:	Convertible senior notes
Bookrunner:	Lehman Brothers
Co-Managers:	Piper Jaffray and Legg Mason
Amount:	$100 million, up from $75 million
Greenshoe:	$20 million, up from $15 million
Maturity:	November 2011
Coupon:	3.75%
Price:	Par
Yield:	3.75%
Conversion premium:	32.5%
Conversion price:	$76.26
Conversion ratio:	13.1182
Contingent conversion:	No
Contingent payment:	No
Dividend protection:	Yes
Takeover protection:	Yes
Price talk:	3.625%-4.125%, up 30%-35%
Pricing date:	Nov. 17, after market close
Settlement date:	Nov. 23
Distribution:	Rule 144A

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