By Sheri Kasprzak
New York, March 13 - Empire Financial Holding Co. is gearing up to close a $9,384,350 private placement of units comprised of convertible debentures, stock and warrants.
A group of institutional and individual investors has agreed to buy $8,445,916 in five-year debentures and $938,434 in common shares for a total of 392,650 shares at $2.39 each.
The 6.5% debentures are convertible into 3,533,856 common shares at $2.39 each.
Conversion of the debentures may be forced if the company's stock trades above $7.50 for more than 20 consecutive trading days.
The investors also will receive warrants for 1,963,253 shares, exercisable at $2.62 each for five years.
Closing of the deal is contingent upon Empire paying off or converting $2 million in principal of convertible bridge notes issued between August and November 2006 with maturity dates between Feb. 17,. 2007 and May 17, 2007.
The closing is also contingent upon investor EFH Partners, LLC extending the maturity of the notes issued Aug. 17, 2006 to a date no earlier than Feb. 15, 2008.
Based in Longwood, Fla., Empire is a securities brokerage company.
| Issuer: | Empire Financial Holding Co.
|
| Issue: | Units of $8,445,916 in convertible debentures; $938,434 in common shares and warrants
|
| Amount: | $9,384,350
|
| Shares: | 392,650
|
| Share price: | $2.39
|
| Maturity: | Five years
|
| Coupon: | 6.5%
|
| Debenture price: | Par
|
| Yield: | 6.5%
|
| Conversion price: | $2.39
|
| Conversion ratio: | Into 3,533,856 common shares
|
| Warrants: | For 1,963,253 shares
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $2.62
|
| Announcement date: | March 13
|
| Stock symbol: | Amex: EFH
|
| Stock price: | $2.5101 at close March 12
|
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