Atlas Pipeline secures $1.13 billion from PIPE; Malibu closes $14.92 million placement

By Sheri Kasprzak

New York, June 5 - Atlas Pipeline Partners, LP and its parent company, Atlas Pipeline Holdings, LP, led PIPE news on Tuesday, both with planned offerings.

Atlas Pipeline Partners intends to raise $1.125 billion as part of its planned acquisition of natural gas gathering systems and processing plants from Anadarko Petroleum Corp.

Atlas Pipeline Holdings plans on buying $168.75 million of that offering and has arranged its own PIPE to fund its portion of the deal.

The Partners deal includes up 25,568,182 common units sold at $44.00 each. The share price is a 20% discount to the company's $55.05 closing stock price on Monday.

After the Partners offering was announced Tuesday afternoon, the stock fell 93 cents, or 1.7%, to end at $54.12 (NYSE: APL).

In the Holdings offering, the parent company plans to sell 6.25 million units at $27.00 apiece, a 31.7% discount to the company's $39.56 closing stock price on Monday.

Atlas Pipeline Holdings' stock fell 53 cents, or 1.34%, to close at $39.03 on Tuesday (NYSE: AHD).

UBS Securities, LLC is the placement agent for both offerings.

Both the Atlas Pipeline Partners and Atlas Pipeline Holdings offerings are expected to close July 11.

Based in Moon Township, Pa., Atlas Pipeline Partners is a natural gas pipeline operating company.

Acquisitions abound

In the broader market, more acquisition activity was announced in connection with PIPEs, and a sellsider said this has been common this summer. In previous interviews, sellside sources have agreed.

"A lot of what's out there is related to [merger and acquisition] activity," he said.

The fact that there's a lot of merger and acquisition activity fueling PIPE action, the market source noted, also means there are bigger offerings.

Malibu's $14.9 million deal

Elsewhere, Malibu Minerals Inc. completed a $14,924,359 private placement of stock.

The offering comes on the heels of the completion of Malibu's acquisition of the remaining 85% of authorized share capital of Flex Fuels Energy Ltd.

In the acquisition, Malibu issued 24,854,477 of its shares to the shareholders of Flex Fuels.

In the private placement, Malibu sold 16,582,621 shares at $0.90 each.

International Capital Partners SA was the placement agent.

Proceeds will be used for working capital and general corporate purposes.

Malibu, based in Vancouver, B.C., is a mineral exploration company.

WaferGen raises $10.8 million

In another offering related to merger and acquisition activity, WaferGen Bio-systems, Inc. settled a $10,767,666 private placement.

The offering was completed as part of the company's merger with WaferGen Acquisition Sub.

The company sold 7,178,444.33 units at $1.50 each.

The investors will receive 7,178,447 shares and 2,153,533 warrants from the units. The warrants are exercisable at $2.25 each for five years.

Under the terms of the merger, each WaferGen share was issued in exchange for 0.53991522 shares of WBSI. WaferGen will now be a wholly owned subsidiary of WBSI.

Based in San Diego, WaferGen has no significant operations.

Peace Arch to raise C$33 million

Moving to Canadian offerings, Peace Arch Entertainment Group Inc. secured C$33 million from a private placement to fund its acquisitions of Trinity Entertainment, LLC, a DVD distributor, and Dufferin Gate Productions, Inc., a video production company.

In the placement, Peace Arch will issue 13.2 million shares at C$2.50 each.

The deal is expected to wrap on Friday.

The company's stock gained 4.94%, or 13 cents, to close at $2.76 (Toronto: PAE).

Peace Arch, based in Toronto, acquires and produces feature films, television and home entertainment content for distribution.

Palm stock edges up

In secondary market news, shares of Palm, Inc. climbed on Tuesday, a day after the company announced a $325 million placement to partially fund a planned $940 million cash distribution.

The stock gained 5 cents to close at $17.62 (Nasdaq: PALM). On Monday, the stock gained 9.2%, or $1.48, to end at $17.57.

In the placement, Elevation Partners plans to buy $325 million in convertible preferred stock. The preferreds are convertible at $8.50 each, a 16% premium to the post-distribution stock price over the 10 trading days ended June 1.

Once the deal is done, Elevation will own about 25% of Palm's outstanding stock on an as-converted and diluted basis.

The offering is expected to close in the third quarter of the calendar year.

To further fund the cash distribution, Palm has received commitments for $400 million in new debt and a $40 million revolving credit facility. JPMorgan and Morgan Stanley are the joint bookrunners for those facilities.

Once the offering is closed, Jon Rubinstein, former senior vice president of hardware engineering and head of Apple's iPod division, will become Palm's executive chairman.

Based in Sunnyvale, Calif., Palm develops mobile computing technologies.

EV stock gains after hours

In other secondary market action, EV Energy Partners, LP's stock climbed in after-hours trading after standing still during the session.

The stock remained unmoved at $38.00 all day Tuesday only to gain 50 cents in after-hours activity (Nasdaq: EVEP). On Monday, the stock gained $2.12, or 5.91%, to settle at $38.00, gaining another 9 cents in after-hours trading.

On Monday, the company closed a $117,600,012 private placement, selling limited partnership units at $34.50 each, a 6% discount to the volume weighted average price of the company's common units for the 10 trading days ended May 31.

The latest deal is in addition to the company's $98 million placement closed in late February.

Proceeds will be used for the repayment of borrowings under the company's revolver and for $25 million of the $100 million purchase price of the Central/East Texas acquisition expected to close in the next five weeks.

Houston-based EV Energy Partners acquires, produces and develops oil and gas properties.

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