Nyfix secures $75 million from convertible preferreds; Charys raises $20 million from convertibles

By Sheri Kasprzak

New York, Sept. 5 - As the PIPE market slowly eased its way back to action following the three-day weekend, meager stock gains kept issuers away for the most part, but those who were active, came out with significantly sized offerings.

"Everyone wants to wait until stocks do something big," said one sellside market source when asked about volume on Tuesday. "I think it's too early to say it's a trend that volume is lower. I don't think that's the case at all. I think oil is about to ease this fall and into the winter and then volume will back better than ever."

In fact, oil did drop on Tuesday, losing 58 cents to end the session at $68.60 per barrel.

The drop did help stocks - but only somewhat. The Dow Jones Industrial Average gained 5.13 to close at 11,469.28 and the Nasdaq composite index climbed by 12.54 to settle at 2,205.70. The Standard & Poor's 500 composite index edged up 2.24 to end at 1,313.25.

Heading up PIPE activity on Tuesday was a $75 million convertible preferred stock offering announced by Nyfix Inc.

In the deal, Warburg Pincus LLC agreed to buy 1.5 million shares of preferred stock at $50.00 apiece.

Each preferred is convertible into 10 common shares at $5.00 each, a 6.5% discount to the company's closing price of $5.35 on Sept. 1 and a premium of 9.3% to the last 45 trading-day average.

Warburg will also receive warrants for 2.25 million shares, exercisable at $7.75 each.

After the deal was announced Tuesday morning, Nyfix's stock climbed by 8.41%, or 45 cents, to settle at $5.80 (Pink Sheets: NYFX).

Proceeds will be used for business development and general corporate purposes.

Separately at Nyfix, Lon Gorman was named the company's board chairman, replacing Peter Hansen. Also, P. Howard Edelstein, the company's former financial technology executive, was promoted to chief executive officer and board member.

"With over 450 trading counter-parties operating more than 5,000 customer sites around the globe, Nyfix provides an ideal platform to leverage for future growth," said Edelstein in a statement released Tuesday morning. "We appreciate the support that Nyfix customers have provided the company and we believe that our customers should be extremely pleased with today's developments.

"We plan to aggressively reinvest in the Nyfix business and evaluate strategic opportunities on a global basis."

New York-based Nyfix develops international and domestic trading workstations.

Charys raises $20 million

Elsewhere, Charys Holding Co., Inc. concluded a private placement of subordinated convertible debentures for $20 million.

A group of new and existing institutional investors bought the 10% debentures, which are due in two years and are convertible into common shares at 115% of the volume weighted average stock price before the closing date.

The debentures are redeemable at 120% of the principal amount being redeemed plus interest for the first year and at 140% of the principal plus interest thereafter.

The investors will receive warrants for 5 million shares. The terms of the warrants could not be determined by press time Tuesday.

Proceeds will be used to pay off notes associated with previously closed acquisitions and to make the initial cash payment of the acquisitions of Complete Tower Sources, Inc. and Mitchell Site Acq. Inc.

On Tuesday, the stock slipped by 20 cents, or 4.12%, to close at $4.65 (OTCBB: CHYS). Volume of the company's shares traded on Tuesday also slipped with 57,085 shares traded compared to the average 129,865 shares.

"With the completion of this $20 million round of financing, in addition to the $35 million revolving credit announced earlier this week, Charys continues to move forward in the successful execution of our strategy to acquire and integrate firms that provide the highest caliber of services to our customers and return to our shareholders," said Billy Ray Jr., the company's CEO, in a news release.

Charys completed another private placement on May 23. In that offering, the company sold $13 million in series D convertible preferreds, which were convertible into 4,333,333 common shares at $3.00 each.

Atlanta-based Charys acquires companies in the integrated infrastructure services market.

Telkonet's $6 million PIPE

Moving to the tech sector, Telkonet, Inc. raised $6 million from a private placement of its stock.

A single investor purchased 2.4 million shares at $2.50 each in the non-brokered offering.

The investor received warrants for 1.56 million shares, exercisable for five years at $4.17 each.

The company's stock edged up, gaining a penny, or 0.33%, to close at $3.01 (Amex: TKO).

Based in Germantown, Md., Telkonet develops high-speed voice, video and data communications over existing electrical wiring.

Goldbelt's C$7.98 million deal

Looking to Canadian PIPEs, Goldbelt Resources Ltd. arranged a private placement for up to C$7.98 million.

The deal includes up to 7.6 million shares at C$1.05 each.

Placement agents Dundee Securities Corp., Sprott Securities Inc. and Haywood Securities Inc. have a greenshoe for up to 1 million additional shares.

Proceeds will be used for exploration and development on the company's West African properties. The remainder will be used for general corporate purposes and working capital.

On Tuesday, Goldbelt's stock gained 2 cents to settle at C$1.19 (TSX Venture: GLD).

Toronto-based Goldbelt is a gold exploration company.

In other natural resources offerings, SNL Enterprises Ltd. wrapped a C$3,010,500 offering of 2,286,818 flow-through units at C$1.10 each and 495,000 non flow-through units at C$1.00 each.

The flow-through units include one share and one half-share warrant. The whole warrants are exercisable at C$1.25 each through Aug. 30, 2007. The non flow-through units consist of one share and one half-share warrant. The warrants are exercisable under the same terms as the flow-through units.

Credifinance Securities Ltd. was the placement agent.

Proceeds will be used to make payments under property option agreements. The rest will be used for working capital.

The stock remained unchanged at C$1.05 Tuesday (TSX Venture: SNL).

SNL, based in Vancouver, B.C., is a mineral exploration company.

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