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Published on 10/28/2009 in the Prospect News PIPE Daily.

Park brings registered offering; Coachmen inks $20 million deal; StemCells seeks $12.5 million

By Stephanie N. Rotondo

Portland, Ore., Oct. 28 - Park National Corp. brought one of Wednesday's largest deals to the PIPEs market.

The company said it was looking to raise $30.8 million from a registered direct offering of stock and warrants.

Meanwhile, Coachmen Industries Inc. said it had secured $20 million from a two-part financing agreement. Under the agreement, the company will sell $10 million of convertible notes and will also receive a $10 million line of credit.

StemCells Inc. also announced a registered direct offering of shares. The company is hoping to take in $12.5 million from the transaction. Funds will be used for product development.

In the mining sector, New Guinea Gold Corp. said it wanted to raise C$5 million for exploration efforts.

Pulse Health Ltd. will conduct a A$4 million private placement of equity, the company announced. Proceeds will be used, in part, to pay down debt.

Also, Ironhorse Oil & Gas Inc.'s top executive said the company was taking advantage of opportunities by seeking C$3 million of bought-deal financing. The funds will help the company advance its "exciting drilling prospects."

Park brings registered offering

Park National announced a $30.8 million registered direct offering of common shares.

The company will sell 500,000 of the shares at $61.59 per share. Investors will also receive six-month series A warrants, which are equal to 250,000 shares, and one-year series B warrants equal to another 250,000 shares. Each warrant is exercisable at $67.75.

"I am pleased that we were able to raise this capital without selling our stock at a large discount to the current market price," said C. Daniel DeLawder, chairman, in a press release. "Our outstanding financial performance in Ohio is attractive to investors and as a result the investors were interested in purchasing warrants with an exercise price of $67.75 per share."

Proceeds will be used for general corporate purposes. Settlement is expected by Nov. 2.

Park's shares (Amex: PRK) fell 79 cents, or 1.28%, to $60.91. Market capitalization is $873 million.

Park National is a Newark, Ohio-based bank holding company.

Coachmen inks $20 million deal

Coachmen Industries, a Middlebury, Ind.-based system-built housing manufacturer, secured a $20 million two-part credit line with H.I.G. All American LLC, according to a regulatory filing and subsequent press release.

Under the terms of the deal, Coachmen issued $10 million of 20% two-year convertible notes. The notes can be converted into common stock at $0.979 per share.

The company also received a $10 million two-year revolving line of credit. The facility bears interest at Libor plus 500 basis points.

In addition, the investor received warrants equal to 6.65 million common shares. The warrants are exercisable at $0.00001.

Coachmen expects the financing will "free up millions of dollars in restricted cash currently pledged to support various letters of credit," the company said in the press release.

"This culminates almost a year of effort to secure new financing for the company and puts to rest any lingering questions about our company's financial stability," said Rick Lavers, president and chief executive officer, in the statement. "It enables us to proceed immediately on two pending major construction projects. In addition, we can now resume making strategic investments critical to our future.

"While the capital itself provides us with increased financial flexibility, equally important is the effect this transaction has had on our bonding capabilities," Lavers added.

"With the assistance of H.I.G. Capital, we have been able to dramatically reduce the collateralization requirements on bonds necessary to operate our businesses. This reduction has allowed us to accept a contract for the long-anticipated second stage of the Ft. Bliss, Texas barracks project in the amount of $8.1 million, for which we received a 'go forward letter' this week.

"But for the support of H.I.G., the company would not have been able to move forward on either of these opportunities," he concluded.

In addition to the financing, Coachmen is also getting ready to sell off its Zanesville, Ohio, factory, which had previously been shuttered. The company expects to take in $2.9 million from the asset sale and closing is expected Oct. 31.

Coachmen's stock (Pink Sheets: COHM) ended unchanged at $1.10. Market capitalization is $18.6 million.

StemCells announces direct offering

StemCells is conducting a $12.5 million registered direct offering of stock and warrants, the Palo Alto, Calif.-based company announced.

The company will sell approximately 10 million common shares at $1.25 per share. Investors will also receive warrants good for an additional 4 million shares. The warrants are exercisable at $1.50.

"Here at the company, we are certainly pleased that we're able to raise financing, especially given that we are still in the middle of relatively challenging market conditions," Megan Meloni, director of investor relations and corporate communications, told Prospect News.

Meloni added that the funds would help the company advance its "full agenda," including the initiation of phase 1 trials for its PMD product, as well as moving forward with its AMD development.

Meloni noted that some of the products under development "could present near-term commercial opportunities for the company."

Meloni also said she had received several calls from stockholders asking questions about the financing.

"They have continued to express support for the company and what we are doing," she said.

The transaction is expected to settle by Nov. 2.

StemCell's shares (Nasdaq: STEM) dipped 25 cents, or 17.61%, to $1.17. Market capitalization is $128 million.

StemCell is a clinical-stage biotechnology company.

New Guinea seeks C$5 million

New Guinea Gold negotiated a non-brokered C$5 million private placement of equity, according to a press release.

The company will sell approximately 41.66 million common shares at C$0.12 per share.

Proceeds will be used for work at the company's Weioko and Sinivit properties.

New Guinea's equity (TSX Venture: NGG) declined 1 cent, or 8.33%, to C$0.11. Market capitalization is C$20.3 million.

New Guinea Gold is a Vancouver, B.C.-based resource exploration company.

Pulse to issue equity

Pulse Health will raise A$4 million via a private placement of ordinary shares, the company said.

The shares will be sold at A$0.06 per share.

Pulse is also considering offering an underwritten A$1 million stock purchase plan to existing investors.

"This fundraising, together with reduction of the company's overall indebtedness, will provide a very solid platform for our new management team, led by Ian Kadish to execute the company's strategy," commented Stuart James, chairman of Pulse, in a news release. "I believe that we can look forward to an exciting future for Pulse."

Pulse's stock (Australia: PHG) was steady at A$0.092

Pulse Health is a Mascot, Australia-based acquirer and operator of private hospitals and related healthcare-focused organizations.

Ironhorse plans bought deal

Ironhorse Oil & Gas intends to raise C$3 million from a bought-deal private placement of flow-through shares.

The deal also includes a C$1 million greenshoe.

The company will issue approximately 2.14 million of the shares at C$1.40 per share.

Proceeds from the financing will be used to fund the company's winter 2009 to 2010 drilling program, Rob Solinger, chief financial officer, told Prospect News. He said Ironhorse had some "exciting drilling prospects" in southwest Saskatchewan and northwest British Columbia, among others.

Solinger noted that the time was right for the company to do some sort of financing.

"The flow-through shares 'financing season' for a small company such as ourselves is typically early to late fall," he said. Thus, Ironhorse was "taking advantage of opportunities that presented themselves."

And, the company had already received "generally positive feedback" from investors regarding the deal.

Settlement is expected by Nov. 19.

Ironhorse's stock (TSX Venture: IOG) dropped 4 cents, or 3.335, to C$1.16. Market capitalization is C$26.2 million.

Ironhorse Oil & Gas is a Calgary, Alta.-based oil and natural gas company.


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