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Published on 6/28/2011 in the Prospect News PIPE Daily.

National Technical Systems wraps $14 million sale of 15% notes, shares

Five-year note, 933,333 shares sold to Mill Road to fund acquisitions

By Devika Patel

Knoxville, Tenn., June 28 - National Technical Systems, Inc. raised $14 million in a private placement of a five-year subordinated note and common shares with Mill Road Capital, LP on June 27, according to an 8-K filed Tuesday with the Securities and Exchange Commission.

The investor bought 933,333 shares at $7.50 apiece, which is a 9.81% premium to the June 24 closing share price of $6.83 and also an approximately 15% premium over the volume-weighted average price of $6.54 for the 30-day trading period ended June 27.

The 15% note matures in five years and has an original principal of $7 million. It may be prepaid after June 27, 2013.

Investors also received warrants for 300,000 shares, which are exercisable at $0.75 for seven years.

B. Riley & Co. was the company's financial advisor.

Proceeds will be used for acquisitions.

The provider of engineering and compliance testing services is based in Calabasas, Calif.

Issuer:National Technical Systems, Inc.
Issue:Subordinated note, common shares
Amount:$14 million
Warrants:For 300,000 shares
Warrant expiration:Seven years
Warrant strike price:$0.75
Investor:Mill Road Capital, LP
Settlement date:June 27
Stock symbol:Nasdaq: NTSC
Stock price:$6.65 at close June 27
Market capitalization:$69.1 million
Note
Amount:$7 million
Maturity:Five years
Coupon:15%
Call:After June 27, 2013
Shares
Amount:$7 million
Shares:933,333
Price:$7.50

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