Willbros' stock slips after $65 million convertibles deal; Wilson Holdings raises $10 million

By Sheri Kasprzak

New York, Dec. 23 - Heading up PIPE news ahead of the long holiday weekend, Willbros Group, Inc. wrapped a $65 million convertible note offering and Wilson Holdings Inc. settled a $10 million note deal.

Activity elsewhere in the U.S. market was relatively light, sellsiders said, as issuers focused on last-minute year-end activities.

"No one's really focused on [pricing] anything today," said one market source based in New York. "It's light today."

Another sellside source agreed.

"Quiet, as far as I can tell," he noted. "I just think people are out before the holidays and maybe doing year-end stuff."

In the broader market, the Dow Jones Industrial Average lost 6.17 to close at 10,883.27; the Nasdaq composite index fell 2.93 to end at 2,249.42; and the Standard & Poor's 500 composite index slipped 0.54 to settle at 1,268.66.

Among the light activity, however, was the $65 million Willbros deal in which a group of institutions bought 6.5% notes with a 10% initial conversion premium. The notes are convertible into common shares at $17.56 each.

As of Sept. 1, the company had 2,542,112 outstanding shares.

The conversion price is a 10% premium to the company's closing stock price of $15.96 on Dec. 22.

The offering was announced Friday morning, and the company's stock dipped 7.89%, or $1.26, to close at $14.70.

The investors were Portside Growth & Opportunity Fund; Highbridge International, LLC; Kamunting Street Master Fund, Ltd.; SuttonBrook Capital Management, LP; Citadel Equity Fund, Ltd.; Shepherd Investments International, Ltd.; Capital Ventures International; and Kings Road Investments.

The deal was placed through J.P. Morgan Securities Inc.

Proceeds will be used for the retirement of existing debt and for working capital.

In its most recent earnings report, Willbros had a net loss of $9,919,000 for the quarter ended June 30, up from a net loss of $1,602,000 for the same quarter of 2004.

Based in Houston, Willbros provides construction and engineering services to the oil, gas and power sector.

Wilson's $10 million deal

In the Wilson offering, the company issued $10 million in convertible notes due Dec. 1, 2012. The 5% notes are convertible into common shares at $2.00 each.

The company had 17,689,251 outstanding common shares as of Nov. 17.

The investors will also receive warrants equal to 25% of the principal amount purchased if a registration statement has not been filed by Feb. 3, 2006, another 25% of principal if the statement has not been declared effective by April 29, 2006, another 25% if the registration statement has not been declared effective by May 19, 2006 and another 25% if the registration statement has still not been declared effective by June 18, 2006.

Those warrants are exercisable at $2.00 each for 10 years.

Tejas Securities Inc. was the placement agent.

In November, the company issued $5 million in convertible bridge notes due Jan. 10, 2006. The notes bear interest at 8% annually.

Based in Austin, Texas, Wilson Holdings is a holding company for Wilson Family Communities Inc., a company that acquires land and prepares it for real estate developers.

For the quarter ended Sept. 30, the company reported a net loss of $19,621. For the same quarter ended Sept. 30, 2004, Wilson reported a net loss of $19,166.

On Friday, the company's stock remained unchanged at $4.50.

FirstGrowth leads Canadian offerings

In Canada, FirstGrowth Capital Inc. led a slate of small deals to wrap up the week.

The company priced a C$3 million non-brokered unit offering that includes 300 units at C$10,000 each. The units include 2,000 shares and a debenture with a face value of C$8,000.

The 8% debentures mature in two years and are convertible into units at C$1.25 each for the first year and C$1.50 each for the second year.

The debentures are convertible assuming FirstGrowth's acquisition of Kinetex Inc. is completed. If the acquisition doesn't close by Feb. 28, 2006 or is terminated, the debentures may not be convertible and may become subject to repayment in cash and stock.

Based in Vancouver, B.C., FirstGrowth is a capital pool company. Kinetex offers seismic data services to the oil and natural gas exploration sector.

The company's stock dipped 1.11%, or C$0.01, to close at C$0.89 Friday.

Elsewhere in Canada, Simberi Gold Corp. priced a C$2.6 million private placement of 26 million units of one share and one warrant. The warrants are exercisable at C$0.20 each for two years.

Based in Toronto, Simberi is a gold exploration company.

Simberi's stock slipped 6.9%, or C$0.01, to end at C$0.135 Friday.

Also Friday, Shift Networks Inc. arranged a C$2 million private placement of units.

The offering includes up to 20 million units of one share and one warrant. The warrants are exercisable for two years at C$0.14 each.

After the deal was announced Friday afternoon, its stock dropped 12.5%, or C$0.015, to close at C$0.105.

Loewen, Ondaatje, McCutcheon Ltd. is the placement agent.

The deal is slated to close Jan. 12.

Proceeds will be used for network expansion, sales and marketing and general corporate purposes.

Based in Calgary, Alta., Shift provides voice-over-internet protocol services to small- and medium-sized businesses.

New Dragon stock slips

New Dragon Asia Corp.'s stock dipped on Friday after completing a $9.5 million convertible preferreds deal on Thursday.

The company's stock dropped 3 cents, or 1.96%, to close at $1.50.

On Thursday when the closing was announced, its stock gained 2%, or 3 cents, to close at $1.53.

New Dragon sold preferred shares to two institutional investors. The preferreds are convertible at $1.60 each.

Based in Shenzhen, China, New Dragon mills, sells and distribute flour- and soybean-derived products in China.

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