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Published on 2/27/2004 in the Prospect News Convertibles Daily.

New Issue: Veritas DGC sells $125 million convertibles at Libor minus 75 bps, up 47%

Nashville, Feb. 27 - Veritas DGC Inc. sold $125 million of 20-year floating-rate convertible notes at par to yield three-month Libor minus 75 basis points with a 47% initial conversion premium via sole bookrunner Deutsche Bank Securities.

The Rule 144A deal, which was sold on swap with $20 million of proceeds earmarked to buy back stock from note purchasers, priced aggressively outside of yield talk for the three-month Libor minus 25 basis points to plus 25 basis points and at the rich end of premium guidance of 43% to 47%.

Holders will have full dividend protection.

Excluding the stock repurchases, Veritas DGC said it plans to use proceeds to prepay a portion of amounts outstanding under its existing bank credit facility.

Terms of the deal are:

Issuer:Veritas DGC Inc.
Issue:Convertible floating-rate notes
Bookrunners:Deutsche Bank Securities
Amount:$125 million
Greenshoe:$30 million
Maturity:March 2024
Coupon:Three-month Libor minus 75 bps
Price:Par
Yield:Three-month Libor minus 75 bps
Conversion premium:47%
Conversion price:$24.03
Conversion ratio:41.6146
Contingent conversion:120%
Call:Non-callable for 5 years
Put:In years 5, 10 and 15
Expected ratings:Moody's: B1
S&P: BB
Price talk:Three-month Libor minus 25 to plus 25 bps, up 43-47%
Pricing date:Feb. 26, after the close
Settlement date:March 3
Distribution:Rule 144A

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