Private placement volume holds steady; Ladenburg Thalmann to raise $20 million

By Sheri Kasprzak

Atlanta, Nov. 15 - Private placement volume remained moderate Monday despite falling oil prices.

Sell-side sources reported seeing a several smaller deals in the market Monday despite a flat stock market and oil prices that continue to drop.

"I think there are just a lot of companies out there that need capital and, even though the market isn't the best right now, these deals are still getting done," said one sell-side source. "There's money out there for these deals and I think some companies are taking advantage of that, despite the market conditions."

On Monday, the Dow Jones Industrial Average closed up 11.23 at 10,550.24, the Nasdaq was up 8.75 at 2,094.09 while the S&P slipped 0.36 to close at 1,183.81.

Oil fell $0.45 to $46.87 per barrel Monday.

Canadian action recovered slightly from a lull it hit last week, according to sell-siders north of the border.

"Volume wasn't too bad today," said one source. "We've seen a few smaller deals, but as I've said before, you can't have great volume all the time."

Leading private placement action in the United States, Ladenburg Thalmann Financial Services Inc. said Monday it plans to raise $20 million through the sale of shares.

The company will offer 44.4 million shares at $0.45 each.

The same day, the company announced that holders of its $18.01 million in senior convertible promissory notes had converted the securities into shares after the conversion price was cut.

The notes were converted into stock at $0.40 for Frost-Nevada Investments Trust and $0.50 for New Valley Corp. The conversion price was dropped from $1.54 for Frost-Nevada and $2.08 for New Valley.

Based in New York, Ladenburg Thalmann is a retail and institutional securities brokerage, asset management and investment banking service. The company's stock closed up $0.12 Monday at $0.62.

Focus to receive $6 million

Focus Enhancements Inc. will receive up to $6 million in a private placement of stock.

The company will sell 6.6 million shares of common stock at $0.90 per share. The deal also includes warrants for two million shares at $1.25.

"This deal looks to me like it was done at a bit low," said one sell-side source who had seen the deal. "It's not much, but it's a bit low."

Focus's stock closed down $0.091 at $1.209.

Focus also received $4 million in an accounts receivable-based line of credit. The company can borrow up to 90% of its outstanding accounts receivable.

"We are extremely pleased to secure this financing at this crucial stage in our UWB (Ultra Wideband) development," said president and chief executive officer Brett Moyer. "With this funding, our recently announcement design partnership with Cadence Design Systems, and the selection of Jazz Semiconductor and Taiwan Semiconductor to manufacture our UWB chip sets, we feel confident we can provide our UWB technology for first customer sampling of silicon late in the first half of 2005."

Rodman & Renshaw LLC acted as placement agent in the placement of shares.

Based in Campbell, Calif., Focus is a video-technology company and plans to use the proceeds from the deal to develop its Ultra Wideband technology and for general corporate purposes.

Bluebook gets $2.2 million

The Bluebook International Holding Co. has sold $2.2 million in a private placement of shares.

The company sold to institutional investors 42.6 million shares at $0.0525 per share. The investors will also receive warrants for 8.5 million shares at $0.0655.

"It's pretty much in line," said one trader. "It looks about right."

Bluebook's stock closed at $0.07 Nov. 11, its last trade.

Based in Lake Forest, Calif., Bluebook International is a data, software and services provider to insurance companies.

Global Gold wraps $1.5 million deal

Global Gold Corp. closed a $1.5 million private placement.

The company sold three million shares to Firebird Global Master Fund Ltd. at $0.50. Each share also includes a warrant for an additional share at $0.75, exercisable before Dec. 1, 2006.

Global Gold is a Greenwich, Conn.-based gold mining, development and exploration company. It plans to use the proceeds from the deal to further its mining and exploration projects in Armenia and Chile and for working capital to evaluate other mining and exploration projects.

Global's stock closed at $0.25 on Nov. 11, its last trade.

Markland gets $1.35 million for notes

Markland Technologies Inc. received $1.35 million in the private placement of secured convertible promissory notes and warrants, the company announced Monday.

Harborview Master Fund LP and Southridge Partners LP bought $1.755 million of the 8% notes on Nov. 9. The notes mature Nov. 9, 2005.

The notes may be converted at any time at the option of the investor into common shares at $0.80.

The warrants in the deal allow the investors to buy a total of 2,193,750 shares of common stock at $1.50 through Nov. 9, 2009.

Based in Ridgefield, Conn., Markland Technologies is a security technology company. It plans to use the proceeds from the private placement for working capital.

The company's stock closed up $0.02 at $0.64 Monday.

Canadian deals

Heading up Canadian private placement news Monday, Tusk Energy Corp. announced then upsized a C$16,780,000 private placement.

The company will sell 5.5 million shares at C$2.15 and 1.87 million flow-through shares at C$2.65.

"This looks like it's in line with the market," said one Canadian source. "It's priced well."

The company's stock closed up C$0.02 at C$2.27.

The deal is being offered through an underwriting syndicate led by Orion Securities Inc. and including Raymond James Ltd., Peters & Co. Ltd. and Canaccord Capital Corp.

Tusk is a Calgary, Alta.-based oil and gas exploration, development and production company. The company plans to use the proceeds from the common shares for working capital and expanded capital expenditures. The proceeds from the flow-through shares will be used for Canadian exploration expenses.

MetalCORP enters market

MetalCORP Ltd. will offer up a C$5 million private placement.

The company will issue up to 1.25 million units of one share and one half-share warrant at C$0.80 and up to 4.44 million flow-through shares at C$0.90.

The whole warrants allow for the purchase of an additional share at C$1 for 18 months.

Research Capital Corp. is the lead placement agent in the offering.

MetalCORP is a Thunder Bay, Ont.-based mineral exploration company. The company plans to use the proceeds from the units for general working capital and corporate purposes. The funds from the flow-through shares will be used for exploration on the company's six Ontario gold and base metal properties in 2005.

On Monday, the company's stock closed down C$0.04 at C$0.85.

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