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Published on 4/25/2008 in the Prospect News PIPE Daily.

Vonage to raise $215 million from debt, convertibles; Broadwind Energy plans $100 million stock sale

By Laura Lutz

Des Moines, April 25 - Vonage Holdings Corp. led Friday's PIPE news with plans to raise $215 million from a private debt financing that includes convertibles.

Broadwind Energy Inc. said it will sell $100 million of stock.

Moving to Europe, Norwegian Energy Co. plans to raise between NOK 300 million and NOK 450 million from a private placement of shares.

London-based PetroLatina Energy plc said it arranged a $25 million private placement of shares.

In Canada, Western Canadian Coal Corp. announced a $30 million bridge loan with warrants.

Vonage eyes $215 million

Vonage said it signed a non-binding letter of intent with a third-party source for $215 million.

The company said it expects that about two-thirds of the financing will be provided through a senior secured credit facility and about one-third will be provided through issuance of convertible secured notes.

If the financing is completed, the company expects that the convertibles to be converted into common stock at a premium to the 30-day trailing volume weighted average price prior to closing, subject to a cap.

Proceeds will be used to repay existing notes.

Holmdel, N.J.-based Vonage Holdings provides broadband telephone services.

"We are pleased with our progress at this stage of our refinancing efforts, particularly during this extremely challenging time for the credit markets," the company's chief executive officer, John S. Rego, said in a news release.

Vonage's stock gained 21 cents, or 11.6%, to close at $2.02 on Friday before gaining another cent in after-hours trading (NYSE: VG).

Broadwind prices stock

Broadwind plans to sell 12.5 million common shares at $8.00 apiece.

Based in Manitowoc, Wis., Broadwind Energy manufactures fabricated towers for wind turbines that are sold to a limited number of customers for use in the support of wind turbines.

The company said it will use the proceeds for expansion and working capital.

"We are extremely pleased that Tontine and one of our long-term strategic partners have expressed their confidence in Broadwind's value and growth potential," J. Cameron Drecoll, Broadwind chief executive officer, said in a news release.

"This significant investment will accelerate our pursuit of becoming the premier provider of components and services to the wind industry," he continued.

Broadwind's stock gained 75 cents, or 6.12%, to finish Friday at $13.00 (OTCBB: BWEN).

Noreco to sell shares

Noreco said it has not set pricing in its private placement of shares for between NOK 300 million and NOK 450 million.

The price will be determined through a book-building process; a minimum subscription price is set at NOK 22.25 per share.

Pareto Securities AS and Glitner Securities AS will act as advisors and agents for the deal.

A consortium of existing and new shareholders have guaranteed to take NOK 300 million in the private placement.

Members of the guarantee consortium can subscribe in the private placement on the same terms as other investors, and the guarantors are promised at least 50% of their allocated amount in the guarantee if they subscribe in the placement.

The guarantee was significantly oversubscribed, Noreco said.

Noreco is an oil and gas company based in Stavanger, Norway.

Its shares lost NOK 0.30, or 1.26%, to close at NOK 24.10 on Friday (Oslo: NOR).

PetroLatina secures $25 million

PetroLatina said it negotiated a $25 million financing commitment from Tribecapital Partners SA.

The company said it will sell shares at a premium to the current share price.

London-based PetroLatina explores and extracts Latin American oil and gas reserves.

The company said it will use the proceeds for the development of its promising exploration prospects and producing assets in Colombia.

"This will represent a major investment in the company. We believe that it recognizes the true value of the company, and will enable PetroLatina to enter the second phase of its development program in Colombia, increase cash flow dramatically, and help develop and commercialize the company's reserves," Greg Smith, chairman of PetroLatina, said in a news release.

PetroLatina's shares gained 1.48p, or 22.77%, to close at 7.98p on Friday (London: PELE).

Western Canadian gets $30 million loan

Western Canadian said it negotiated a $30 million bridge loan with Audley European Opportunities Master Fund Ltd.

The short-term financing, if not repaid earlier, will be repaid in two tranches with $15 million payable on July 29 and the balance payable on Oct. 29.

Interest will accrue at Libor plus 450 basis points for the first three months and then at Libor plus 650 bps until maturity.

Along with the financing, Audley will receive nine-month warrants for 4 million common shares exercisable at $4.82.

Western Canadian is a coal mining company based in Vancouver, B.C.

"We are very pleased to have Audley come forward in helping us continue to grow the company. The financing will allow us to immediately start the work required at the Willow Creek Mine and with record coal prices upon us, it was important for the company to begin production at Willow Creek as soon as possible," John W. Hogg, president and chief executive officer of Western Canadian, said in a news release.

"The financing today will allow us to commence mining high quality low-volatile PCI coal as soon as September 2008."

"There are also other attractive expansion projects for Western Canadian Coal given current coal prices and we expect to shortly secure other financing to help us meet our capital requirements for the long-term. The company expects to be generating significant positive cash flows within months but the financing now will help us accelerate the development of other projects," he continued.

Western Canadian's shares gained C$0.06, or 1.35%, on Friday to close at C$4.51 (Toronto: WTN).


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