Sterling Financial heralds $555 million offering; Adventrx to sell convertible preferred stock

By Stephanie N. Rotondo

Portland, Ore., May 3 - Sterling Financial Corp. brought Monday's largest PIPE deal, with the rest of the day's deals scattered throughout various sectors, mainly mining and biopharmaceutical.

Sterling announced a $555 million private placement of equity. The financing is being done as part of a $755 million capitalization plan that also includes a deal with Thomas H. Lee Partners announced last week.

Meanwhile, Adventrx Pharmaceuticals Inc. announced a registered direct offering of preferred stock for proceeds of more than $19 million. Investors will also receive warrants with their stock purchases.

East Asia Minerals Corp. finalized the terms of a C$18.85 million private placement of common stock. The deal will not include any warrants and is being done on a non-brokered basis. Proceeds will be used for exploration.

China Wind Power International Corp. is also planning a non-brokered financing. The company hopes to raise C$5 million via a private placement of common shares. There are no warrants included in that deal either.

Like Adventrx, BSD Medical Corp. brought a registered direct offering of equity and warrants. The company is aiming to raise $2.5 million.

And Terra Firma Capital Corp. priced a private placement of equity. The real estate company is seeking nearly C$2.5 million for its efforts.

Sterling heralds $555 million offering

Sterling Financial intends to raise $555 million from a private placement of common and preferred shares, according to a press release.

The Spokane, Wash.-based company will sell approximately 5.5 million series D convertible participating voting preferred shares at $92.00 per share. Each share is mandatorily convertible into 460 common shares.

And Sterling will also sell approximately 221.9 million common shares at $0.20 each.

"The company expects to contribute substantially all of the proceeds to Sterling Savings Bank to be used for general corporate purposes, which is expected to include the pay down of $275 million in liabilities and may include the funding of potential acquisitions," the company said in the release.

The financing is part of a $755 million capital raise being done to satisfy certain requirements put forth by the U.S. Treasury. Sterling is attempting to get the Treasury to exchange its preferred shares into common stock and therefore must raise at least $720 million and must meet regulatory capital requirements.

Last week, the bank holding company said it had reached an agreement with private equity firm Thomas H. Lee Partners to invest nearly $135 million. On Monday, Sterling said the firm had increased its proposed investment to $170 million.

The transaction with the firm is subject to Treasury approval and, if successful, would bring the firm's equity total holdings in Sterling to 24.9%.

Calls seeking further comment were not returned Monday.

Sterling's stock (Nasdaq: STSA) fell 17 cents, or 19.85%, to $0.70. Market capitalization is $38.1 million.

Adventrx to issue stock, warrants

Adventrx Pharmaceuticals will conduct a registered direct offering of preferred shares in an effort to raise $19.2 million.

The company will sell series F convertible preferred shares. Each of the shares is convertible into common stock at $3.7025 per share.

Also, the shares carry a cumulative dividend of approximately 2.19% until May 6, 2020.

Additionally, the investors will receive series A warrants to purchase another 1.81 million common shares at $3.65 per share and series B warrants for 778,547 shares at $3.65 per share.

The series A warrants expire in five years, while the series B warrants expire after one year.

Proceeds will be used to fund activities relating to the acquisition and development of additional product candidates, for the development of its current lead products and for general corporate purposes. Settlement is expected by May 6.

Adventrx's equity (NYSE: ANX) dropped 8 cents, or 22.25%, to $2.83. Market capitalization is $29.12 million.

Adventrx is a San Diego-based specialty pharmaceutical company focused on cancer treatments.

East Asia wants exploration funds

East Asia Minerals is seeking C$18.85 million via a private placement of equity, the company announced.

East Asia will sell 2.5 million common shares in the non-brokered deal at C$7.54 per share.

Proceeds will be used for further exploration of the company's Miwah Gold project, for the advancement of its Indonesia gold and gold-copper portfolio and for working capital.

"This offer by third parties for a non-brokered private placement into East Asia Minerals is welcomed as the company continues to advance the impressive Miwah Gold Project in Indonesia," stated Michael Hawkins, president and chief executive officer, in a press release. "With this important investment into East Asia Minerals, we will be in the position to accelerate our diamond drill program at Miwah and to commence drilling other properties in our diversified and robust gold portfolio."

East Asia's shares (TSX Venture: EAS) gained 9 cents, or 1.17%, to C$7.76. Market capitalization is C$558 million.

East Asia Minerals is a Vancouver, B.C.-based mineral exploration company.

China Wind seeks C$5 million

China Wind Power plans to pocket C$5 million from a private placement of common shares, the company said in a press release.

The shares will be issued at C$1.05 per share in the non-brokered transaction.

Proceeds will be used for working capital and general corporate purposes. Settlement is expected by May 10.

Wendell Zhang, the company's chief financial officer, was unavailable for comment on Monday, as he was traveling for business.

China Wind Power's equity (TSX Venture: CNW) improved by 5 cents, or 4.03%, to C$1.29.

China Wind Power is a Toronto-based wind energy developer.

BSD announces direct placement

BSD Medical, a Salt Lake City-based developer of heat therapy treatments for cancer, said it had inked an agreement with two unnamed investors for a registered direct offering of stock.

The company will take in $2.5 million from the financing.

BSD will issue approximately 1.64 million common shares at $1.52 per share. The investors will also receive warrants equal to another 1.23 million shares.

The warrants are exercisable at $1.94 per share for five years.

Proceeds will be used for general corporate and working capital purposes. Settlement is expected by May 6.

Calls seeking further comment were not returned Monday.

BSD's shares (Nasdaq: BSDM) declined 24 cents, or 12.97%, to $1.61. Market capitalization is $37.34 million.

Terra Firm to sell stock

Terra Firma Capital priced a C$2.4 million private placement of stock.

According to the terms of the non-brokered deal, the company will issue 8 million shares at C$0.30 per share.

Counsel Corp., a 23% stakeholder in the company, will subscribe for 1.84 million shares. Allan Silber, chairman and CEO, will purchase 768,000 shares in order to maintain his 9.6% stake.

"The net proceeds of the offering will be used to enhance Terra Firma's liquidity position, to fund Terra Firma's business activity needs and for other general corporate purpose," the company said in a press release.

Calls seeking further comment were not returned Monday.

Terra Firma's stock (TSX Venture: TII) closed steady at C$0.23. Market capitalization is C$2.28 million.

Terra Firma Capital is a Toronto-based real estate finance company.

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