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Published on 2/3/2010 in the Prospect News PIPE Daily.

Dacha to issue special warrants; Spectral lifts financing; Melco China plans C$15 million deal

By Stephanie N. Rotondo

Portland, Ore., Feb. 3 - Double-digit deals continued to come to the PIPE market Wednesday, many from Canadian-based companies.

Dacha Capital Inc.'s top executive gave new details to Prospect News regarding a C$25 million financing announced Tuesday. He specified which securities would be issued in the transaction, a piece that was missing form the previous day's announcement.

Meanwhile, Spectral Diagnostics Inc. announced it had upsized a deal to C$19.5 million from C$14 million. The company will use the funding to advance its drug candidates.

Melco China Resorts (Holding) Ltd. said it had reached an agreement with a single investor for a C$15 million private placement of stock. The funds will be used for growth opportunities.

And, Prosper Marketplace Inc. settled a $2 million placement of convertible promissory notes. According to a company spokesperson, the proceeds will serve as bridge financing.

Dacha to issue special warrants

Dacha Capital, a Toronto-based merchant banking company, announced Tuesday that it would raise C$25 million via a private placement of securities.

At that time, the company did not specify what type of securities would be sold. But in an interview Wednesday with Prospect News, Scott Moore, president and chief executive officer, said special warrants would be issued.

"They will turn into common shares once a prospectus is cleared," he said. "Hopefully we'll get free-trading paper within 60 days."

Moore also noted that the marketed deal was "growing and we should have [the book] closed within a few days," adding that the final closing is expected by Feb. 20.

"It's been very well-received," he said.

As reported Tuesday, the warrants will be sold at a price dictated by the market.

Moore also said that the funding would help the company to "build a bigger inventory" of strategic metals, including rare earth elements.

Dacha's stock (TSX Venture: DAC) fell 3 cents, or 5.08%, to C$0.56. Market capitalization is C$13.35 million.

Spectral financing upsized

Spectral Diagnostics said it had increased a previously announced private placement of units.

The company now intends to raise C$19.5 million. The deal originally priced at C$14 million on Dec. 17.

BioMS and GrowthWorks WV Management Ltd. are the investors.

Spectral will sell units at C$0.40 each, with each unit consisting of one common share and one half-share warrant. Whole warrants are exercisable at C$0.60 for four years.

"This additional funding demonstrates the strong interest and support we were able to attract from new and existing investors based on the potential of the Toraymyxin therapy," said Anthony Businskas, chief financial officer, in a press release. "With the completion of this financing, we will have sufficient funds to advance Toraymyxin, combined with our EAA diagnostic, into the pivotal trial in the US, while retaining significant commercial opportunity for our shareholders."

Spectral's equity (Toronto: SDI) dropped 9 cents, or 16.67%, to C$0.45. Market capitalization is C$11.9 million.

Spectral Diagnostics is a Toronto-based developer of disease-management technologies.

Melco plans C$15 million deal

Melco China Resorts orchestrated a C$15 million private placement of common stock with one investor, Wisecord Holdings Ltd.

The Beijing-based resort operator will issue 100 million of the shares at C$0.15 per share.

Proceeds will be used to advance the company's subsidiaries and projects in China. Settlement is expected in early March.

Calls seeking further comment were not returned Wednesday.

Melco's shares (TSX Venture: MCG) gained 11 cents, or 110%, to C$0.21. Market capitalization is C$8.74 million.

Prosper raises bridge financing

Prosper Marketplace took in $2 million from a private placement of convertible promissory notes, according to a regulatory filing.

The investor group included Accel IX LP, Benchmark Capital Partners V, LP, Agilus Ventures IV, Limited Partnership, Meritech Capital Partners III, LP, DAG Ventures I-N, LLC and Omidyar Network Fund LLC. The deal settled Feb. 1.

The 15% notes mature April 1, 2010 and are convertible into preferred stock at maturity. The conversion price has not yet been determined.

Additionally, investors received warrants equal to 328,356 common shares. The warrants are exercisable at $0.56.

The funding will act as bridge financing until the company can launch another round of financing, which it is calling its "series D fund raise," according to the company's blog.

Prosper's CEO was unavailable for comment Wednesday, as he was addressing the California State Senate regarding peer-to-peer lending issues. However, Tiffany Fox, communications director, said that the proceeds from the financing will be used as working capital and that the transaction would "strengthen Prosper's balance sheet."

Prosper Marketplace is a privately-held financial services provider based in San Francisco.


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