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Published on 3/22/2007 in the Prospect News Convertibles Daily.

New Issue: Vornado sells $1.4 billion 20-year convertibles at 2.85%, up 30%; reoffered at 97.5

By Ronda Fears

Memphis, March 22 - Vornado Realty Trust priced $1.4 billion of 20-year convertible senior debentures on Thursday before the market opened with a coupon of 2.85% and initial conversion premium of 30%. The issue was reoffered at 97.5, according to market sources, which would be cheaper than price talk for a reoffer price of 98 to 98.5.

There is an over-allotment option for a further $210 million.

J.P. Morgan, Citigroup Global Markets, Deutsche Bank and Lehman Brothers are joint book-runners of the registered offering.

The notes are non-callable for five years and may be put in years five, 10 and 15.

The convertibles have change-of-control protection.

New York-based Vornado, a diversified real estate investment trust, said proceeds would be used for working capital and other corporate purposes.

Issuer:Vornado Realty Trust
Issue:Convertible senior debentures
Bookrunners:J.P. Morgan, Citigroup Global Markets, Deutsche Bank and Lehman Brothers
Amount:$1.4 billion
Greenshoe:$210 million
Maturity:2027
Coupon:2.85%
Price:Par; reoffered at 97.5
Exchange premium:30%
Exchange price:$162.461
Exchange ratio:6.1553
Contingent exchange:No
Dividend protection:Yes
Takeover protection:Yes
Cash settlement:Yes
Call protection:Non-callable for five years
Puts:In years five, 10 and 15
Price talk:2.85%, up 30%
Reoffer price of 98-98.5
Pricing date:March 22, before the open
Settlement date:March 27
Distribution:Registered

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