All about converts

$800m (+120m) sen unsec cb coming tonight from MS/GS. Terms: 5yr 0.25% up 30%, full pctns. re-offer 98.5-100, happy meal (60d). UOP=stk buyback & fund 0.625% conversion. Well, where does one even start? We all want the same thing, issuance but not like this. Going to keep this brief; MCP, ORI, WBMD new, CX all examples of how mkt would have saved $ if it had bought in secondary. We’ll give benefit of doubt & use L+200 & 27% (vol s generous. 01/12 same delta = 31 iv bid but historic in low 20s & don’t forget this is $800m). Theo = 98.5. Given CX hangover & the change in 2ndary mkt sentiment what are the bankers thinking? Please illuminate us. You don’t need the AVOID on this. It’s a bought deal, so at least u/writer is supporting it this time.