Convertibles Calendar

WEEK OF JUNE 5

LEVEL 3 COMMUNICATIONS INC. (NASDAQ: LVLT): $150 million of six-year convertible senior notes talked at a coupon of 3.25% to 3.75% and an initial conversion premium of 17.5% to 22.5%; to price the week of June 5; greenshoe of $22.5 million; bookrunner is Merrill Lynch; registered deal; concurrent shelf offering of 125 million shares and greenshoe of 18.75 million shares; non-callable four years; Broomfield, Colo.-based internet backbone services provider to will use proceeds to redeem or repurchase its 9.125% senior notes due 2008 and 10.5% senior discount notes due 2008, and to pay off or buy back other existing debt.

SPANSION INC. (NASDAQ: SPSN): $240 million of 10-year senior subordinated exchangeable debentures to be issued through Spansion LLC operating subsidiary, talked at a coupon of 2% to 2.5% and an initial conversion premium of 17.5% to 22.5%; to price June 6 after the close; greenshoe of $35 million; bookrunners are Citigroup and Credit Suisse; Rule 144A deal; non-callable for life; contingent conversion at 120%; dividend and takeover protection; Sunnyvale, Calif.-based maker of flash memory products will use proceeds to repay its entire outstanding 12.75% senior subordinated notes due 2016 and for capital expenditures, working capital and other general corporate purposes.

CHARLES RIVER LABORATORIES INTERNATIONAL INC. (NYSE: CRL): $300 million of seven-year convertible senior notes, talked at 2% to 2.5% and an initial conversion premium of 22.5% to 27.5%; to price June 6 after the close; greenshoe of $50 million; bookrunners are JP Morgan and Credit Suisse; Rule 144A; Wilmington, Mass.-based biotech company will use the proceeds to buy back $125 million of common stock from purchasers of the notes, to pay for convertible note hedge and warrant transactions and for general corporate purposes.

INTERNATIONAL RECTIFIER CORP. (NYSE: IRF): $650 million of seven-year convertible subordinated notes talked at a coupon of 0.75% to 1.25% and an initial conversion premium of 15% to 20%; to price June 7 after the close; greenshoe of $100 million; bookrunners are JP Morgan, Lehman Brothers, Credit Suisse, Deutsche Bank and Goldman Sachs; Rule 144A; non-callable for life; dividend and takeover protection; El Segundo, Calif.-based maker of power management semiconductor products will use proceeds for general corporate purposes and to pay for convertible note hedge and warrant transactions.

INTERPUBLIC GROUP OF COS. INC. (NYSE: IPG): $500 million of three-year floating-rate senior note-and-warrant units in two tranches through special purpose vehicle ELF Special Financing Ltd; series A notes talked at coupon of 3-month Libor plus 135 bps to 3-month Libor plus 185 bps, with capped warrants' initial conversion premium of 10% to between 35% and 45%; series B notes talked at coupon of 3-month Libor plus 10 bps to 3-month Libor plus 60 bps, with uncapped warrants' initial conversion premium of 27.5% to 32.5%; size of each tranche to be determined at pricing; greenshoe of $75 million; bookrunners are Morgan Stanley, UBS Investment Bank, Citigroup and JP Morgan; Rule 144A and 3(c)(7); non-callable for life; dividend and takeover protection; net-share settlement; expected Ba3 rating from Moody's Investors Service and B rating from Standard and Poor's; New York-based advertising and marketing group will use deal to replace existing three-year revolving stand-by loan.

ON THE HORIZON

GOL LINHAS AEREAS INTELIGENTES SA (NYSE: GOL): $100 million offering of 20-year convertible senior unsecured notes; pricing expected after registration is approved; Morgan Stanley is bookrunner; also concurrent primary offering of 2.5 million preferred shares and offer of convertible debentures in Brazil; greenshoe for $15 million; non-callable for five years; puts in years five, 10 and 15; contingent conversion at 120%; Sao Paulo, Brazil-based low cost airline carrier will use proceeds to buy aircraft, equipment and materials.

RETAIL VENTURES INC. exchangeable into DSW INC. (NYSE: DSW): $125 million of five-year mandatory premium income securities (PIES) exchangeable into class A common shares of DSW Inc.; Lehman Brothers is bookrunner; non-callable; no puts; Columbus, Ohio-based department store operator will use proceeds to repay loans and for general purposes; DSW is a Columbus, Ohio-based footwear retailer spun off by Retail Ventures.

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