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Published on 4/1/2011 in the Prospect News Convertibles Daily.

New Issue: Ramco-Gershenson sells $80 million perpetual convertible preferreds at 7.25%, up 15%

By Rebecca Melvin

New York, April 1 - Ramco-Gershenson Properties Trust priced an upsized $80 million, or 1.6 million, of cumulative convertible perpetual preferred shares after the market close Thursday to yield 7.25% with an initial conversion premium of 15%, according to a syndicate source.

Initially, the registered, off-the-shelf deal was going to be $75 million, or 1.5 million shares, in size. Pricing came at the cheap end of talk, which was for a yield of 6.75% to 7.25% and an initial conversion premium of 15% to 20%.

Joint bookrunners were Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, with KeyBanc Capital Markets Inc. and Stifel, Nicolaus & Co. Inc. acting as the lead managers, and Comerica Securities Inc., PNC Capital Markets LLC, and RBS Securities Inc. acting as co-managers.

There is a greenshoe for up to an additional $12 million of the preferreds, which was upsized from $11.25 million.

There is a forced conversion feature after seven years beginning April 20, 2018, subject to a 130% price hurdle.

Proceeds from the offering will be used to retire the firm's $30 million bridge loan and reduce outstanding borrowings under its secured revolving credit facility.

Proceeds may also be used to repay other outstanding debt and for general corporate purposes.

An application has been made to list the series D preferred shares on the NYSE under the symbol "RPT PrD."

Farmington Hills, Mich.-based Ramco-Gershenson is a real estate investment trust focused on community shopping centers in states such as Michigan, Florida and Georgia.

Issuer:Ramco-Gershenson Properties Trust
Issue:Cumulative convertible perpetual shares
Amount:$80 million, upsized from $75 million
Greenshoe:$12 million, upsized from $11.25 million
Maturity:Perpetual
Bookrunners:Deutsche Bank Securities Inc., J.P. Morgan Securities LLC
Lead managers:KeyBanc Capital Markets Inc. and Stifel, Nicolaus & Co. Inc.
Co-managers:Comerica Securities Inc., PNC Capital Markets LLC, and RBS Securities Inc. Dividend:7.25%
Price:Par, $50.00
Yield:7.25%
Conversion premium:15%
Conversion price:$14.41
Conversion ratio:3.4699 common shares
Forced conversion:On or after April 20, 2018, subject to 130% price hurdle
Takeover protection:Yes
Price talk:6.75%-7.25%, up 15%-20%
Pricing date:March 31, after the market close
Settlement date:April 6
Distribution:Registered, off-the-shelf
Stock symbol:NYSE: RPT
Stock reference price:$12.53
Market capitalization:$473 million

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