FBO Air raises $5 million from PIPE; Brighter Minds pockets $4 million from notes with warrants

By Sheri Kasprzak

New York, Sept. 6 - Even as stocks dipped Wednesday, PIPE volume remained relatively active. Activity was led by a $5 million offering from FBO Air Inc.

Meanwhile, the Dow Jones Industrial Average fell by 63.08 to close at 11,406.20; the Nasdaq composite index dipped by 37.86 to end at 2,167.84; and the Standard & Poor's 500 composite index settled down 13 to close at 1,300.26.

"It seems pretty active," said one sellside market source. "I imagine things will be OK throughout the fall. I think you can expect to see quite a bit in tech and biotech, in terms of sectors. Tech may be tapering off a bit, but there does seem to be strong [investor] interest."

In the FBO offering, a group of investors led by the company's senior management and board members bought 50 units at $100,000 each.

The units consist of 166,700 common shares at $0.60 each and a warrant for 100,000 shares. The warrants are exercisable at $1.00 apiece.

The offering was announced Wednesday morning and, by the end of the session, the stock had fallen by 4.76%, or 2 cents, to settle at $0.40 (OTCBB: FBOR).

Volume of the shares traded Wednesday climbed with 91,507 shares, compared with the average 5,664 shares.

Proceeds will be used for debt retirement, future acquisitions and general corporate purposes.

"We are extremely pleased to close this offering," said William B. Wachtel, FBO's chairman, in a news release. "It is significant milestone in the development of the company.

"The retirement of approximately $3 million in debt and conversion of about $3 million of our preferred stock to common stock makes us a debt-free company with a substantially strengthened balance sheet, which positions us for future growth in our three core business areas - the management and charter of private jet aircraft, aviation fixed-base operations, as well as aircraft maintenance."

The company concluded a private placement in April 2005 for $4,398,969, selling a total of 58.65292 units at $75,000 each. The units included $25,000 in principal of notes, 10 shares of series A convertible preferred stock and warrants for 50,000 common shares. The preferreds were convertible at $0.30 each.

FBO, based in Avoca, Pa., is an aviation services company that provides maintenance and charter management services to airlines.

Brighter Minds' $4 million deal

Elsewhere, Brighter Minds Media Inc. concluded a $4 million private placement with Laurus Master Fund, Ltd. and Hargan-Global Ventures Inc.

Along with the $4 million in notes, the investors came away from the deal with warrants for 2.12 million shares, exercisable at C$0.35 each for five years.

Laurus funded a $2.25 million revolving credit facility and a $1.25 million term note. Both notes are due in three years. The revolving facility bears interest at Prime rate plus 200 basis points with a 10% floor. The term note bears interest at Prime rate plus 300 basis points with a 10% floor.

Connected to the term notes, the investors received debt-conversion warrants for 3,964,286 shares, exercisable at C$0.35 each for three years. If the debt-conversion warrants are exercised, the proceeds will be paid against the principal on the term notes.

Hargan funded a $500,000 term note that is due in three years and bears interest at Prime rate plus 300 basis points.

Proceeds will be used to repay an existing credit facility. The rest will be used for working capital.

"This financing is a testament to the strong reputation we are building in the children's and family media space and keeps us on track to continue executing on our aggressive growth plans," said Brighter Minds chief executive officer Vivian Antonangeli in a statement.

On Wednesday, the stock closed down a penny to end at C$0.135 (TSX Venture: BRI).

Toronto-based Brighter Minds publishes educational materials.

Sunrise pockets C$134 million

Connected to some acquisitions of assisted living facilities, Sunrise Senior Living Real Estate Investment Trust wrapped a private placement of subscription receipts and convertible debentures for C$134,008,500.

After the deal closed Wednesday, the stock fell by 10 cents, or 0.97%, to end the session at C$10.20 (Toronto: SZR).

The company sold 4,843,000 subscription receipts at C$9.50 each and sold C$88 million in 7% unsecured subordinated convertible debentures.

The receipts are exchangeable on a one-for-one basis for trust units once the company completes its current acquisition.

The debentures are due Dec. 30, 2011 and are convertible into trust units at C$10.50 each.

The receipts and debentures were issued through a syndicate of underwriters led by TD Securities Inc. and including RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Canaccord Capital Corp.

The offering was conducted to partially finance the company's acquisition of an 80% interest in 24 assisted living facilities. The acquisition is scheduled to close Sept. 13.

Toronto-based Sunrise is a real estate investment trust focused on acquiring and developing senior living facilities in Canada and the United States.

Nyfix stock climbs

A day after concluding a $75 million PIPE, Nyfix Inc. saw its stock climb by 2.6% on Wednesday.

The stock gained 15 cents to end at $5.95 (Pink Sheets: NYFX). On Tuesday, the stock gained 8.41%, or 45 cents, to close at $5.80.

In the $75 million convertible preferred stock offering, Warburg Pincus LLC agreed to buy preferred stock at $50.00 apiece.

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

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

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

Goldbelt stock dips

As gold prices dropped Wednesday, Goldbelt Resources Ltd.'s stock slipped after making slight gains following a C$7.98 million PIPE offering priced Tuesday.

The stock gave up a penny to close at C$1.18 (TSX Venture: GLD). On Tuesday, the stock edged up 2 cents to end at C$1.19.

The deal includes 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.

Toronto-based Goldbelt is a gold exploration company.

The dip comes as gold prices fell Wednesday by $5.10 to end at $641.80 per ounce.

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