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Published on 2/10/2005 in the Prospect News PIPE Daily.

New Issue: Radiant Energy plans $7 million private placement of debentures

By Sheri Kasprzak

Atlanta, Feb. 10 - Radiant Energy Corp. said it has arranged a private placement for US$7 million.

The company plans to issue up to 7,000 series D convertible secured debentures at US$1,000 each.

The debentures mature in five years and do not bear interest. The debentures are convertible into 7,129 common shares at C$0.175 each in the first two years; into 6,416 common shares at C$0.195 each in the third year; into 5,774 common shares at C$0.215 in the fourth year and 5,196 common shares at C$0.235 each in the fifth year.

Some of the company's current shareholders have agreed to buy at least US$3 million of the offering.

The company also said it has agreed to drop the conversion price on its series A debentures. The debentures had been convertible into 710 common shares for each US$1,000 debenture at C$1.75. The debentures are now convertible at C$1 each. The company has agreed to settle the outstanding interest by issuing 7.1276 common shares for every US$1 of interest.

The company has also agreed to settle the accrued interest on its series B debentures by issuing 5.7143 common shares at C$0.175 for each C$1 of interest. The company owes C$94,422 in principal and C$13,746 in interest on the debentures. If the series B debentures are converted, the total number of shares issued will be 1,022,771 shares to retire C$108,168 in debt.

Additionally, the company has agreed to settle the interest on its series C debentures by issuing 5.7143 common shares at C$0.175 each for every C$1 of accrued interest, conditional upon conversion of all the debentures. If the series C debentures are fully converted, the company will issue a total of 2,708,396 shares to retire C$278,969 in debt.

In addition, Radiant has agreed to settle the outstanding interest on its 9% secured convertible term loans, which equal US$750,000 in principal and US$215,831 in interest, by issuing 7.1276 shares at C$0.165 each for every US$1 of accrued interest, conditional upon the conversion of all of the loan. The principal on the loan is convertible at 7.5 common shares for every US$1. If the entire loan is converted, the company will issue 7,163,365 shares and retire US$965,823 in debt. The conversion of the 9% secured loan is conditional upon the closing of the private placement.

In other news, the company said John Gilberry has been named as its interim president and chief executive officer. Gilberry, who had been the company's chief financial officer, will take over the position permanently once the private placement is completed.

Based in Port Colborne, Ont., Radiant Energy manufactures an infrared deicing product for aircraft. The proceeds from the private placement will be used to finance deicing service centers and for working capital.

Issuer:Radiant Energy Corp.
Issue:Series D convertible secured debentures
Amount:US$7 million
Maturity:Five years
Coupon:None
Conversion price:C$0.175 each in the first two years; C$0.195 each in the third year; C$0.215 in the fourth year; C$0.235 each in the fifth year
Conversion ratio:Into 7,129 common shares in first two years; into 6,416 common shares in third year; into 5,774 common shares in fourth year; into 5,196 common shares in fifth year
Warrants:No
Pricing date:Feb. 9
Stock price:$0.10 at close Feb. 9

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