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Published on 2/1/2005 in the Prospect News PIPE Daily.

PIPE volume stalls despite higher stocks; Energy Transfer raises $350 million

By Sheri Kasprzak and Ronda Fears

Atlanta, Feb. 1 - Even though stocks made gains Tuesday, sell-side sources said private placement issuance dipped.

"I can't really point to any particular reason why volume is down," said one market source. "There are more deal coming up, but today was reasonably slow."

Some sources said volume dipped in spite of an improved stock market.

The Dow Jones Industrial Average closed up 62 at 10,551.94; the Nasdaq composite index ended the day 6.29 higher at 2,068.87 and the S&P 500 gained 8.14 to end at 1,189.41.

In Canada, one sell-side source pointed to lower oil prices for the lower volume there.

Oil dropped $1.08 Tuesday to close at $47.12 per barrel.

Heading up private placement activity in the United States, Energy Transfer Partners LP announced that it wrapped a $350 million offering.

The company issued a total of 6,481,480 units at $54 each to eight investors in two separate closings of 3,148,174 units to three investors and 3,333,333 units to five investors.

Based in Tulsa, Okla., Energy Transfer Partners owns and operates a portfolio of energy assets. The proceeds from the offering will be used to fund a portion of the company's acquisition of the interests of the Houston Pipeline.

The company's stock closed down $0.80 at $64.30 on Tuesday.

EMPS raises $10.29 million

EMPS Corp. finished a private placement for $10,291,500, the company said.

The company issued 3,430,500 shares at $3 each in three separate closings.

EMPS, based in Salt Lake City, develops, licenses and markets technology for use in commercially separating nonmagnetic particulate material.

The company's stock closed unchanged at $4 Tuesday.

Yantai Dahua plans offering

Yantai Dahua Holdings Company Ltd. plans to raise up to $8 million in a private placement offering.

The deal includes up to $8 million in secured convertible debentures to accredited investors.

The pricing details of the deal haven't been finalized, according to the company.

The proceeds from the deal will be used to finance a new plant facility and production equipment for specialty thin paper products. The new plant and equipment is expected to increase the company's production capacity from 28,000 tons to 36,000 tons of paper.

Based in Shandong, China, Yantai manufactures and sells paper products primarily in China.

On Tuesday, the company's stock closed unchanged at $0.18.

Pacific Biometrics receives $1.5 million

Pacific Biometrics, Inc. closed a $1.5 million private placement financing.

The company sold a three-year secured convertible note to Laurus Master Fund Ltd.

The note bears interest at Prime plus 200 basis points and is convertible into common shares at $1.17 each.

Investors also received warrants for 326,087 shares at $1.37 each through Jan. 31, 2010.

Source Capital Group, Inc. was the placement agent in the offering.

Based in Seattle, Pacific Biometrics provides clinical lab services to pharmaceutical companies and medical device developers.

The company's stock closed unchanged at $1.10 on Tuesday.

Northwest closes offering

Northwest Biotherapeutics, Inc. raised $1.3 million in a private placement of preferreds, according to a form 8-K from the Securities and Exchange Commission.

The company sold 32.5 million shares of series A cumulative convertible preferred stock at $0.04 each to Toucan Capital Fund II LP.

The preferreds pay annual dividends of 10% and are convertible into common shares at an initial price of $0.04 each.

The offering is part of an amended agreement between Northwest and Toucan. Under the terms of the amended agreement, Northwest plans to raise up to $40 million in convertible preferred stock over the course of one year from Toucan.

Toucan also received warrants for up to 13 million series A shares at $0.04 each for seven years.

Northwest, based in Bothell, Wash., develops vaccines to kill cancer cells.

On Tuesday, Northwest's stock closed up $0.032 at $0.069.

Argan wraps $1 million deal

Argan, Inc. said it sold 129,032 shares to wrap a $1 million private placement.

The shares were sold at $7.75 each to one institutional investor.

"You can tell from their stock today that this was a great deal for them," said one market source. "I think they sold at a premium because they could. Their stock is pretty strong. From what I've seen, the deal went very well for them."

On Tuesday, Argan's stock soared $0.35 to end at $6.00.

"This investment of capital at an appropriate valuation will benefit all shareholders," said Argan's chairman and chief executive officer Ranier Bosselmann in a statement.

Argan is a Rockville, Md.-based holding company for companies that provide products and services to growth industries. The proceeds from the private placement will be used for general operating purposes.

Xoma's $60 million offering revised

Guidance for Xoma Ltd.'s $60 million of seven-year convertible notes was revised ahead of pricing Tuesday to sweeten the initial conversion premium to 15% from a range of 22% to 28%, and market sources said the issue was expected to price at the wide end of yield guidance for a 6.0% to 6.5% coupon.

Final terms were scheduled to be set after the market close Tuesday.

There was no gray market for the Xoma convertible in advance of pricing. Market sources said the deal was a bit small to generate much when-issued interest.

JPMorgan Securities is placement agent for the issue.

The senior notes will non-callable for three years, then with a 150% trigger.

There is a $20 million greenshoe available.

Berkeley, Calif.-based Xoma, a biotech concern focused on treatments for immunologic and inflammatory disorders, cancer and infectious diseases, plans to use proceeds for general corporate purposes, including current research and development projects, new products or technologies, equipment acquisitions, general working capital and operating expenses.

Xoma shares closed Monday off a penny at $1.97. In after-hours trading news of the convertible offering sent the stock down by another 12 cents, or 6%.

Canadian offerings

Leading private placement news north of the border, Humpty Dumpty Snack Foods Inc. announced its plans to raise up to C$5,971,000.

The company plans to sell up to 2,341,665 shares at C$2.55 each to a subsidiary of Old Dutch Foods Ltd.

As part of the offering, Humpty Dumpty plans to reorganize its board of directors to include a designee from Old Dutch, Steven Aanenson.

"It seems like the board reorganization is a good move for them," said one market source. "It [the pricing] looks good to me. Only a small discount to market, about 0.05% off."

"The capital infusion and strategic relationships which may result from this transaction will provide added strength to Humpty Dumpty and all of its stakeholders, including its customers, suppliers and employees," said Jack Scott, Humpty Dumpty's lead director, in a statement.

Based in Kitchener, Ont., Humpty Dumpty markets and distributes snack food products.

On Tuesday, Humpty Dumpty's stock closed up C$0.05 at C$2.75.


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