By Laura Lutz
Des Moines, Nov. 5 - NTR Acquisition Co. negotiated a $35 million private placement of series A senior convertible preferred stock, according to an 8-K filing with the Securities and Exchange Commission.
Occidental Petroleum Investment Co. is the investor.
The preferred stock will pay dividends at 5.75% per year. It will be convertible into common stock at the lower of the closing price per share of NTR's common stock on the day before closing of the acquisition and the 30-day average closing price of the common stock before the deal was announced.
The preferreds are subject to mandatory redemption after five years. The redemption price will be par of $1,000 per preferred share plus accrued dividends.
NTR may force conversion if the 30-day mean closing price of the company's stock exceeds 200% of the conversion price.
The placement is expected to settle immediately after NTR completes a $286.5 million acquisition of 100% of the outstanding shares of Kern Oil & Refining Co. from Casey Co.
In connection with the deal, Occidental has advanced $3 million to NTR in exchange for a promissory note. The note will mature on the earlier of Nov. 1, 2008 and closing of the private placement.
If NTR does not complete the acquisition but does complete a replacement transaction, Occidental will have the option to purchase up to 3% of the capital stock of the surviving entity.
Proceeds will be used for operating expenses and to fund the acquisition.
NTR is an acquisition company based in Danbury, Conn.
| Issuer: | NTR Acquisition Co.
|
| Issue: | Series A senior convertible preferred stock
|
| Amount: | $35 million
|
| Shares: | 35,000
|
| Price: | $1,000
|
| Dividends: | 5.75%
|
| Conversion price: | Lower of closing price of common stock on day before closing of the acquisition and 30-day average closing price before announcement date
|
| Call: | At par plus accrued dividends after five years
|
| Investor: | Occidental Petroleum Investment Co.
|
| Pricing date: | Nov. 2
|
| Stock symbol: | Amex: NTQ.U
|
| Stock price: | $10.95 at close Nov. 2
|
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