By Sheri Kasprzak
New York, Nov. 9 - RG America, Inc. said it completed a private placement of a secured revolving note for $10 million and a convertible minimum borrowing note for $1.4 million.
The notes were purchased by Laurus Master Fund, Ltd.
The borrowing note bears interest at Prime plus 200 basis points with a floor of 6% and is due on Oct. 31, 2008. The note is convertible into shares at $0.71 each.
The borrowing note may be prepaid at 130% of face value plus interest.
The revolving note also bears interest at Prime plus 200 bps with a 6% floor and matures on Oct. 31, 2008. The revolving note is also convertible at $0.71 each.
Laurus also received warrants for 2,962,963 shares, exercisable at $0.78 through Oct. 31, 2012.
Spencer Clarke, LLC was the placement agent.
Based in Dallas, RG America is a holding company for a construction and reconstruction business, an insurance line and a financial services company.
| Issuer: | RG America, Inc.
|
| Issue: | Convertible minimum borrowing note
|
| Amount: | $1.4 million
|
| Maturity: | Oct. 31, 2008
|
| Coupon: | Prime plus 200 basis points, 6% floor
|
| Conversion price: | $0.71
|
| Call: | May be prepaid at 130% of face value plus interest
|
| Warrants: | For 2,962,963 shares
|
| Warrant expiration: | Oct. 31, 2012
|
| Warrant strike price: | $0.78
|
| Investor: | Laurus Master Fund, Ltd.
|
| Placement agent: | Spencer Clarke, LLC
|
| Settlement date: | Nov. 7
|
| Stock price: | $0.65 at close Nov. 7
|
|
|
| Issuer: | RG America, Inc.
|
| Issue: | Secured revolving note
|
| Amount: | $10 million
|
| Maturity: | Oct. 31, 2008
|
| Coupon: | Prime plus 200 basis points, 6% floor
|
| Conversion price: | $0.71
|
| Warrants: | See convertible note
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| Investor: | Laurus Master Fund, Ltd.
|
| Placement agent: | Spencer Clarke, LLC
|
| Settlement date: | Nov. 7
|
| Stock price: | $0.65 at close Nov. 7
|
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