Kimball Hill pockets $110 million from stock offering; Dolce Ventures wraps $6.88 million PIPE

By Sheri Kasprzak

New York, Sept. 13 - As oil prices edged back up after a week of losses, PIPE volume took a dip Wednesday.

"Whenever oil cranks back up, it kind of puts people off because there's the expectation that stocks will drop," he said.

Oil prices closed up 21 cents to settle at $63.97 per barrel after falling $1.85 on Tuesday.

Even so, stock prices continued to climb. The Dow Jones Industrial Average gained 45.23 to close at 11,543.32; the Nasdaq composite index settled up 11.85 to end at 2,227.67; and the Standard & Poor's 500 composite index edged up 4.96 to end the session at 1,318.07.

Looking to particular offerings, Kimball Hill, Inc. sealed a $109,999,890 private placement of stock.

Equity Investments III, LLC and a subsidiary of Residential Funding Corp. bought 952,380 shares at $115.50 each.

Proceeds from the offering will be used to reduce outstanding borrowings under its 2005 credit agreement and to redeem up to 330,000 common shares from current and former directors and officers.

The company recently reported net income of $11.97 million for the quarter ended June 30, compared with net income of $25.18 million for the corresponding 2005 quarter.

Based in Rolling Meadows, Ill., Kimball Hill builds single-family houses, townhouses and condominiums.

Dolce's $6.88 million deal

In other PIPE news, Dolce Ventures, Inc. concluded a private placement of $6,876,802 in series B convertible preferred stock as part of its share exchange transaction with GAS Investment China Co. Ltd.

The offering closed on Tuesday, but on Wednesday the stock soared by 108.33%, or 1.3 cents, to close at $0.025 (OTCBB: DLCV).

The company sold 2,509,782 shares of the preferred stock at $2.74 each to Vision Opportunity Master Fund, Ltd.; SEI Private Trust Co. FAO - The IM Smucker Co. Master Fund and Coronado Capital Partners LP.

The preferreds are convertible on a one-for-one basis for common shares.

The investors received series A warrants for 2,509,782 shares, exercisable at $3.84 each for five years and series B warrants for 1,254,891 shares, exercisable at $5.48 each for five years. The investors also received series C warrants for 2,284,651 shares, exercisable at $4.22 each for five years; series D warrants for 1,142,326 shares, exercisable at $6.03 each for five years and series J warrants for 2,284,651 shares, exercisable at $3.01 each for one year. The series C and D warrants are exercisable only if the series J warrants are exercised.

The offering was connected to a share exchange transaction between Dolce and GAS Investment China in which Dolce exchanged 14,361,647 shares of series A convertible preferred stock for all of the outstanding common shares of GAS. GAS Investment China, based in Beijing, owns and operates gas services in China.

"As a utility, our business is very capital intensive," said Chen Fang, chief financial officer of Dolce, in a statement. "The closing of our reverse merger transaction and financing can provide us with working capital we need now. In addition, we now have access to the U.S. capital markets to continue our expansion and growth."

Located in Syracuse, N.Y., Dolce owns and operates payphones.

Glacier plans C$50 million sale

In Canada, Glacier Ventures International Corp. negotiated a C$50 million private placement. The offering is being conducted as part of Glacier's acquisition of 50% of Alta Newspaper Group LP.

The placement includes up to 12.9 million subscription receipts at C$3.00 each and up to 3,766,666 shares at C$3.00 each.

The offering of receipts is scheduled to close Sept. 14, and the receipts will be exchanged for common stock once the acquisition is concluded. The stock offering is set to close in mid-October.

The deal is being placed through a syndicate of agents led by Raymond James Ltd. and BMO Nesbitt Burns Inc.

The stock sank by 3.66%, or 12 cents, Wednesday after the deal was announced in the afternoon to close at C$3.16 (Toronto: GVC).

Proceeds will be used to finance the acquisition. The rest will be used for general corporate purposes.

The acquisition is scheduled to cost $28.2 million.

Vancouver, B.C.-based Glacier Ventures acquires communications companies through print, electronic and online media.

Madison to conduct PIPE

In the natural resources sector, Madison Minerals Inc. intends to raise C$5,355,000 in a non-brokered private placement.

The deal includes up to 6.3 million units at C$0.85 each.

The units are comprised of one share and one half-share warrant. The whole warrants are exercisable at C$1.20 each for two years.

Proceeds will be used for work on the company's Lewis property in Nevada. The rest will be used for working capital.

Madison's stock remained unchanged Wednesday at C$0.99 (TSX Venture: MMR).

Based in Vancouver, B.C., Madison Minerals is a mineral exploration company.

MDU stock gains 14%

Leading secondary market activity, MDU Communications International, Inc.'s stock climbed by 14.08% Wednesday after the company settled a $20 million offering on Tuesday.

The stock gained 10 cents to close at $0.81 (OTCBB: MDTV). On Tuesday, when the company closed the offering of a senior secured revolving credit facility with warrants, the stock ended up 9.23%, or 6 cents, at $0.71.

Volume of shares traded also remained elevated on Wednesday with 160,113 shares traded compared to the average 61,007 shares. On Tuesday, there were 136,333 shares traded compared to the average 59,829 shares.

The five-year facility, funded by Full Circle Funding, LP and FCC, LLC, allows the company to pay interest only on principal drawn during the term of the facility. The full terms of the line could not be determined by press time Wednesday.

The investors will receive warrants equal to 2% of the company's outstanding stock. The warrants will be exercisable at a 30% premium to the stock's market price the day the term sheet was signed.

Located in Totowa, N.J., MDU provides communication and information services via cable television and high-speed broadband internet access.

Premier stock drops

Even as gold prices made a comeback on Wednesday, Premier Gold Mines Ltd.'s stock slipped a day after the company priced a C$6,937,500 private placement.

Gold prices climbed by $2.00 on Wednesday to settle at $596.30 per ounce. On Tuesday, gold prices fell $3.00 to close at $594.30 per ounce.

Premier's stock fell by 4.08%, or 4 cents, to close at C$0.94 (Toronto: PG). On Tuesday, the stock gained 3.16%, or 3 cents, to end at C$0.98.

In the placement, Premier intends to sell units of one share and one half-share warrant at C$0.95 each and flow-through shares at C$1.15 each on a non-brokered basis.

On Wednesday, the company added a greenshoe for up to 500,000 additional shares.

Premier, based in Thunder Bay, Ont., is a mineral exploration and development company focused on gold properties.

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