By Sheri Kasprzak
New York, July 8 - New Century Energy Corp. said it has completed a private placement of a $15 million secured convertible term note with Laurus Master Fund, Ltd.
The note matures June 30, 2008, bears interest at Prime plus 200 basis points with a floor of 7% and is convertible into a total of 24,193,548 shares at $0.62 each.
Laurus also received warrants for up to 7,258,065 shares, exercisable at $0.80 each through June 30, 2012. Laurus also has an option to buy up to 10,222,784 shares at $1.00 each, representing 20% of the company's stock on a fully diluted basis.
Laurus must convert all or part of the principal and interest payable monthly if the company's stock exceeds 110% of the fixed conversion price for more than five trading days before the monthly payment and if the amount of the conversion does not exceed 25% of the total dollar trading volume of New Century's stock before that date.
New Century may prepay the note in cash upon seven days notice at 125% of the outstanding principal for the first year, 120% of the outstanding principal for the second year and 115% of the outstanding principal thereafter.
Based in Houston, New Century is an oil and natural gas exploration company.
| Issuer: | New Century Energy Corp.
|
| Issue: | Secured convertible term note
|
| Amount: | $15 million
|
| Maturity: | June 30, 2008
|
| Coupon: | Prime plus 200 basis points, 7% floor
|
| Conversion price: | $0.62
|
| Conversion ratio: | Into a total of 24,193,548 shares
|
| Option: | For up to 10,222,784 shares
|
| Option price: | $1.00
|
| Call: | May force conversion of monthly principal and interest if stock exceeds 110% of fixed conversion price for more than five trading days before payment is due. May prepay notes at 125% of outstanding principal in first year, 120% in the second year, 115% thereafter
|
| Warrants: | For up to 7,258,065 shares
|
| Warrant expiration: | June 30, 2012
|
| Warrant strike price: | $0.80
|
| Investor: | Laurus Master Fund, Ltd.
|
| Settlement date: | June 30
|
| Stock price: | $0.57 at close June 30
|
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