Navios sails for $165.22 million; Office Depot collects $350 million; Ram settles SEC charges

By Devika Patel

Knoxville, Tenn., June 23 - Maritime shipping company Navios Maritime Holdings Inc. is planning a major vessel purchase that it will finance, in part, with proceeds from a $165.22 million offering of mandatorily convertible preferred stock, the company said Monday after the close.

Company shares (NYSE: NM) fell 9.23% Monday, closing at $3.64. On Tuesday, they rebounded 13.46%, or 49 cents, closing at $4.13.

Office Depot, Inc. concluded a $350 million placement of convertible preferreds with funds advised by BC Partners, Inc.

Boardwalk Pipeline Partners, LP arranged a $150 million units sale, for expansion plans and to reduce debt.

Fuel Systems Solutions, Inc. will sell $30 million of stock and Superconductor Technologies Inc. will sell $11.26 million of stock in registered direct offerings.

interClick, Inc. took in $2.5 million by selling shares and warrants, in a bid to raise funds for growth and to support its initiatives. Company shares (OTCBB: ICLK) jumped 6.67% upon the news Tuesday, or 8 cents, to close at $1.28.

Laurentian Goldfields Ltd. has arranged a C$1.68 million non-brokered private placement of units. The company will use the proceeds for exploration on its highly prospective Van Horne Property.

Ram Capital Resources, LLC and its two principals, Michael E. Fein and Stephen E. Saltzstein, have been accused by the Securities and Exchange Commission of operating an unregistered broker-dealer, the SEC announced Monday.

Navios plans $165.22 million

Piraeus, Greece-based Navios announced after the close Monday that it will offer $165.22 million of its 2% mandatorily convertible preferred stock.

Proceeds will go toward the purchase price of new shipping vessels.

"The new acquisitions demonstrate our ability to grow our fleet and cash flow by taking advantage of market dislocations," company chairman and chief executive officer Angeliki Frangou said in a press release. "[Our] agreement to acquire four vessels will generate approximately $43.33 million of EBITDA annually. These acquisitions also demonstrate the vitality of Navios' business as various industry participants have found our equity attractive."

"Using mandatorily convertible preferred stock to fund cash requirements strengthens our balance sheet, as we conserve more than $165.22 million of cash," Frangou continued. "Moreover, issuing such stock protects shareholders from undue dilution, as the mandatorily convertible preferred stock is convertible into common stock at a multiple of the current market price of the common stock."

The preferreds will mandatorily convert into common stock in three years if the common stock's closing price is at least $20.00 for 10 consecutive business days. In that case, it will convert at $14.00 per common share. Investors may convert the preferreds at $14.00.

In five years, all remaining preferreds will mandatorily convert into common stock at $10.00 per common share.

Office Depot gets $350 million

Delray Beach, Fla.-based office products and services supplier Office Depot said it took in $350 million through a sale of about $275 million of its 10% series A redeemable convertible perpetual preferred stock and approximately $75 million of its 10% series B redeemable conditional convertible perpetual preferred stock.

The company sold the preferreds to funds advised by BC Partners, Inc.

"We are very pleased that BC Partners has made this investment in Office Depot, and that three representatives from BC Partners have joined our board. They have a very successful investment track record and consistently demonstrate a commitment to working with companies to implement long-term strategic plans," Office Depot's chairman and chief executive officer Steve Odland said in a press release.

"This investment, combined with the continued success of our liquidity and cash flow initiatives, significantly strengthens our balance sheet. Going forward, as business conditions improve we believe this financial flexibility is a strategic advantage as we look to invest in high-return projects to drive profitability," Odland continued.

"BC Partners invests in high quality businesses, such as Office Depot, that enjoy strong competitive positions, demonstrate high profit and cash flow improvement potential and have a strong management team in place," BC Partners' managing partner Raymond Svider added in the release. "We are impressed with Steve and his leadership team and we look forward to helping them continue to navigate this challenging economic environment and position Office Depot for sustainable long-term profitable growth.

"We think this is the right time to invest in a fundamentally strong global franchise that is well positioned to succeed when the economic climate improves," Svider concluded.

Company shares (NYSE: ODP) rose 2.64% on Tuesday, or 10 cents, closing at $3.89.

Boardwalk to raise $150 million

Boardwalk will sell 6,684,857 common units at $21.99 per unit to a subsidiary of Loews Corp. for $147 million, the company announced. It also will get another $3 million from its general partner, which aims to maintain its 2% general partner interest.

Proceeds will be used to reduce borrowings under the company's revolving credit facility and for expansion projects.

Boardwalk is an Owensboro, Ky., interstate transportation and natural gas storage company. Its shares (NYSE: BWP) rose 1.96% Tuesday, or 43 cents, to close at $22.42.

Fuel Systems sells $30 million

Fuel Systems will sell 1.5 million common shares at $20.00 apiece for $30 million, the company said. The registered direct offering is being conducted by Needham & Co., LLC and aims to raise funds for general corporate purposes.

The Santa Ana, Calif., company designs, manufactures and supplies alternative fuel components and systems. Its shares (Nasdaq: FSYS) plummeted 7.1% Tuesday, or $1.59, to close at $20.82.

Superconductor plans stock deal

Superconductor Technologies said it will raise $11.26 million through a registered direct offering of stock, priced at $3.00 per share. MDB Capital Group LLC is the agent.

Settlement of the deal, which will raise proceeds for general working capital and general corporate purposes, is expected June 23.

Superconductor is a provider of wireless, adaptive-filtering and cryogenics technologies. The Santa Barbara, Calif., company's shares (Nasdaq: SCON) fell 2.4% Tuesday, or 8 cents, closing at $3.25.

interClick raises $2.5 million

Internet advertiser interClick said it completed a $2.5 million private placement of stock, selling 2.5 million common shares at $1.00 each with warrants for 625,000 shares. The warrants are exercisable at $1.40 for five years.

Proceeds will be used by the New York company for working capital and general corporate purposes.

"We are gratified that existing shareholders have recognized the rapid growth we have generated over the past two years and the prospects for even stronger results in the future," interClick's chief executive officer Michael Mathews stated. "We expect these new funds will allow us to support our working capital requirements as we grow, as well as allow us to increase our investments in our sales, marketing and technology in order to accelerate our growth even faster."

Laurentian announces units sale

Mineral explorer Laurentian is selling C$1.68 million in units in order to advance its Van Horn project, the company said after the close Monday.

"This financing will allow Laurentian to continue exploration and advance our high grade Van Horne project to drill-ready status by year end," president and chief executive officer Andrew Brown stated. "The company believes its future success lays in striking a balance between generative alliances with our partners Kinross and AngloGold Ashanti and advancing 100% owned, quality projects such as Van Horne."

The company said in a June 11 press release that it believes the quartz-diorite sill on the west end of the property presents an excellent target on which to conduct additional exploration for near-surface, bulk tonnage gold mineralization.

Laurentian plans to sell up to 6.56 million flow-through units at C$0.18 apiece for C$1.18 million. These units each consist of flow-through common share and one half-share warrant.

The company also will sell up to 3.33 million non flow-through units at C$0.15 apiece for C$499,500. These units consist of one non flow-through common share and one warrant.

The two-year warrants are exercisable at C$0.25 in the first year and at C$0.35 thereafter.

Laurentian is a junior mineral exploration and development company based in Vancouver, B.C. Company shares (TSX Venture: LGF) were unchanged Tuesday, closing at C$0.20.

Ram Capital settles with SEC

On Monday, after the close, the SEC found that, from 2001 through early 2005, New-York-based Ram Capital identified, structured and solicited investors, most of which were hedge funds, for private investments in public equities offerings.

Ram's business model focused on identifying investment opportunities within the PIPEs market and soliciting hedge funds and other investors to invest in these offerings. Ram also played a significant role in structuring and negotiating the offerings' terms.

Under the terms of the settlement, Ram, Fein, and Saltzstein, without admitting or denying the commission's findings, consented to the issuance of an administrative order requiring each of them to cease and desist from committing or causing any violations.

The private company is based in New York. A business profile site lists it as having approximately 20 to 50 employees and annual sales of under $5 million.

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