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Published on 1/29/2010 in the Prospect News PIPE Daily.

Sierra Minerals seeks C$30 million; Edgar gets capital from Bain; Evergreen ups stock offering

By Stephanie N. Rotondo

Portland, Ore., Jan. 29 - Mining and energy companies made up a large portion of deals in Friday's PIPE market.

One mineral explorer, Sierra Minerals Inc., is seeking C$30 million via two private placements. The deal will come in two parts and the company intends to sell both stock and subscription receipts. The financing is being done in conjunction with a potential business merger.

Meanwhile, Edgar Online Inc. wrapped a $12 million private placement of convertible preferred shares. A single investor purchased the shares.

Evergreen Energy Inc. and Condor Resources Inc. both announced that they had upsized deals Friday. Evergreen's increase came from the exercise of an over-allotment option, while Condor said that it was due to strong investor demand.

Sierra seeks C$30 million

Sierra Minerals intends to raise C$30 million via a private placement of stock and subscription receipts.

The company will sell 10 million common shares in a non-brokered placement at C$1.00 per share. Total proceeds from that portion will come to C$10 million.

In addition, the company plans to sell subscription receipts in a brokered placement. Proceeds from the sale will equal C$20 million.

The transaction comes in conjunction with a proposed merger with Goldgroup Resources Inc.

"We are delighted with the announcement of the business combination with Goldgroup," said Michael H. Farrant, president and chief executive officer of Sierra, in a press release. "We believe that this will achieve our previous growth strategy and vision of becoming a 100,000 ounce gold producer and now puts us on a path to becoming an intermediate gold producer targeting annual production of approximately 200,000 ounces within 3 years.

"We also believe this transaction represents significant value for Sierra and Goldgroup shareholders by combining Sierra's production and immediate leverage to current high gold prices with Goldgroup's project pipeline providing future production growth and blue sky exploration potential, all within the mining-friendly jurisdiction of Mexico," Farrant said.

Added Gregg J. Sedun, executive chairman and director of Goldgroup: "We believe that this business combination will be accretive to both companies as Goldgroup's gold resources should now receive a production premium and Sierra's shareholders will benefit from Goldgroup's large and growing resource base, a production development pipeline of projects and considerable exploration potential."

Calls seeking further comment were not returned Friday.

Sierra's stock (Toronto: SIM) gained 1 cent, or 3.33%, to C$0.31. Market capitalization is C$26.7 million.

Sierra Minerals is a Toronto-based precious metals producer.

Edgar gets capital from Bain

Edgar Online, the Norwalk, Conn.-based provider of business and financial information, said it had completed a $12 million private placement of series B convertible preferred stock.

The deal settled Jan. 28, according to a regulatory filing. Bain Capital Venture Integral Investors LLC was the investor.

The company issued 120,000 of the preferreds at $100.00 each. The shares are convertible into common stock at $1.10 per share.

The shares also carry a compound cumulative yearly dividend of 11.44037%. The dividend is payable upon conversion and will stop accruing after five years.

"We are excited by the growth opportunity this investment by Bain Capital presents to our company, our customers and our shareholders," said Philip Moyer, CEO of Edgar Online, in a press release. "This investment accelerates our ability to scale in support of the growing demands we see in our XBRL filings business and to deliver the next round of innovation we believe is needed in our data and subscriptions businesses."

"We cannot imagine a better strategic investor than Bain Capital, which has a long track record of success with hundreds of portfolio companies that understand and use compliance services, and others that drive software and service innovation across the entire financial services market. This investment not only strengthens our balance sheet, it also positions us to deliver the next generation of value for our shareholders," Moyer said.

"We are excited to have the opportunity to make this investment because we believe Edgar Online is a high potential company and a unique leader in its markets," said Jefrey Schwartz, of Bain Capital. "We have been very impressed with the technology, people and processes the company has deployed to achieve market leadership in the XBRL filings market, and with the vision for its data and subscription assets. We believe we can bring tangible support and experience to Edgar Online's strategic vision and help their team accelerate growth and innovation for the benefit of their customers."

Edgar's equity (Nasdaq: EDGR) improved by 28 cents, or 23.94%, to $1.45. Market capitalization is $37.3 million.

Evergreen direct placement upped

Evergreen Energy increased its previously announced registered direct offering of equity to $8.77 million, the company said in a press release.

The deal originally priced at $7.05 million on Jan. 27.

Evergreen will sell approximately 29.23 million common shares at $0.30 per share in the placement. The deal also includes warrants for another 14.61 million shares, exercisable at $0.3859 for five years.

According to a company spokesperson, the deal was increased because "the underwriter [Rodman & Renshaw] exercised the standard 15% over-allotment [option]."

Proceeds will be used for general corporate and working capital purposes. Settlement is expected sometime Friday.

The company could not be reached for comment Friday.

Evergreen's stock (NYSE: EEE) slipped 1½ cents, or 5.00%, to $0.285.

Evergreen Energy is a Denver-based company that refines coal into cleaner solid fuel.

Condor deal increased

Condor Resources announced it had upsized a previously announced private placement of units.

The deal originally priced at C$3 million on Jan. 25. The company now intends to pocket C$3.3 million.

The unit will be sold at C$0.30 each and a total of 11 million will be issued. The units will contain one common share and one half-share warrant. Whole warrants are exercisable at C$0.40 for one year.

Lyle Davis, a director of Condor, told Prospect News that the 10% increase was "to accommodate most of the orders."

Davis opined that investors were excited about the financing, noting "it's usually a good indication when it is oversold."

Proceeds will be used for exploration activities in Peru, Davis said, specifically at the company's Pucamayo project southeast o Lima and the Condor de Oro project, which is located on the border of Ecuador.

"We're pretty excited, we have got a lot of things going on down there," he said.

Settlement is expected in mid-February.

Condor's shares (TSX Venture: CN) increased by half a cent, or 1.45%, to C$0.35. Market capitalization is C$12.8 million.

Condor Resources is a Vancouver, B.C.-based resource exploration company.


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