PSS World Medical in $230 Million Convertible Notes Offering and Related Hedge and Warrant Transactions

August 11, 2008

Cleary Gottlieb represented Goldman, Sachs & Co. as sole initial purchaser in a $230 million Rule 144A offering by PSS World Medical, Inc. of 3.125% senior convertible notes due 2014. Cleary also represented Goldman Sachs as counterparty to PSS in convertible note hedges and warrants that have the effect of increasing the notes’ conversion price and reducing the potential dilution from conversion. The deals closed on August 4 and were followed by the full exercise of the over-allotment option, which closed on August 8.

PSS is a national distributor of medical products, equipment, billing services and pharmaceutical related products to alternative healthcare providers, including physician offices, long-term care and assisted living facilities, home health care providers and hospice providers.