New Issue: Cal Dive sells $240 million convertible at 3.25%, up 42.5%

Nashville, March 24 - Cal Dive International Inc. sold $240 million of 20-year convertible senior notes at par to yield 3.25% with a 42.5% initial conversion premium via bookrunner Banc of America Securities.

The Rule 144A deal priced near the wide end of guidance for a 2.875% to 3.375% coupon and 41.5% to 46.5% initial conversion premium.

The Houston-based deepwater drilling oilfield services company said proceeds would be used for general corporate purposes including a contribution to its 50/50 joint venture Deepwater Gateway LLC for early debt retirement, capital expenditures and potential acquisitions.

Terms of the deal are:

Issuer:	Cal Dive International Inc.
Issue:	Convertible senior notes
Bookrunner:	Banc of America Securities LLC
Co-manager:	UBS Investment Bank
Amount:	$240 million
Greenshoe:	$60 million
Maturity:	March 30, 2025
Coupon:	3.25%
Price:	Par
Yield:	3.25%
Conversion premium:	42.5%
Conversion price:	$64.27
Conversion ratio:	15.56
Contingent conversion:	120%
Contingent payment:	120%
Dividend protection:	Yes
Takeover protection:	Yes
Call:	Non-callable for 7 years
Put:	In years 7, 10 and 15
Price talk:	2.875-3.375%, up 41.5-46.5%
Pricing date:	March 23, after market close
Settlement date:	March 30
Distribution:	Rule 144A

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