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Published on 9/27/2012 in the Prospect News Convertibles Daily.

New Issue: Subsea 7 prices upsized $600 million five-year convertibles to yield 1%, up 30%

By Rebecca Melvin

New York, Sept. 27 - Subsea 7 SA priced an upsized $600 million of five-year convertible senior bonds after the market close Thursday at par to yield 1% with an initial conversion premium of 30%, according to a company news release.

The Regulation S offering was initially talked at a $500 million base size, with a $100 million upsize option.

Pricing came at the cheap end of talk, which was for a 0.5% to 1% yield and 30% to 35% premium.

There is a $100 million over-allotment option.

ABG Sundal Collier and BNP Paribas were acting as joint bookrunners.

The bonds are initially convertible at a price of $30.10, which was based on the volume weighted average price of the company's shares on the Oslo Bors between launch and pricing of NOK 132.84, and an exchange rate of USD:NOK 5.7379.

The bonds are non-callable for three years and 21 days from settlement, and then provisionally callable subject to shares being 130% of the principal amount of the bond for a specified period.

Proceeds will be used for general corporate purposes and to finance growth.

George Town, Cayman Islands-based Subsea 7 is an underwater engineering and construction contractor for the offshore energy industry.

Issuer:Subsea 7 SA
Issue:Convertible senior bonds
Amount:$600 million, upsized from $500 million
Greenshoe:$100 million
Maturity:Oct. 5, 2017
Bookrunners:ABG Sundal Collier, BNP Paribas
Coupon:1%
Price:Par
Yield:1%
Initial conversion premium:30%
Initial conversion price:$30.10
Calls:Non-callable for three years and 21 days from settlement, then provisionally callable subject to a 130% price hurdle
Price talk:0.5%-1%, up 30%-35%
Distribution:Regulation S
Pricing date:Sept. 27
Settlement date:Oct. 5
Stock symbol:Oslo: SUBC
Stock reference price:$23.15, based on the VWAP of shares between launch and pricing of NOK 132.84, and an exchange rate of USD:NOK 5.7379

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