New Issue: AFG Enterprises USA details $50 million private placement of notes with warrants

By Sheri Kasprzak

New York, April 4 - AFG Enterprises USA, Inc. released the details on its previously announced $50 million private placement of notes with a group of institutional investors.

The investors - Radcliffe Spc. Ltd., Amatis Ltd., Context Convertible Arbitrage Offshore, Ltd., Context Convertible Arbitrage Fund, LP, Wolverine Convertible Arbitrage Fund Trading Ltd., Portside Growth and Opportunity Fund, Laurel Ridge Capital, LP, Cheyne Fund LP, Cheyne Leverage Fund, Cranshire Capital, LP, JMG Capital Partners, LP, JMG Triton Offshore Fund, Ltd., Plexus Fund Ltd. and Smithfield Fiduciary - bought the senior secured notes due 2011.

The notes bear interest at the greater of 4.51% annually or the three-month U.S. Treasury rate.

The investors will receive warrants for 6,875,000 shares, exercisable at the lesser of $8.00 or 125% of the price per share of any equity financing the company undertakes while the notes are outstanding. The warrants expire on March 29, 2011.

The offering was conducted as part of AFG's acquisition of FP Technology Holdings, Inc.

Proceeds from the deal will be used for further acquisitions and for internal expansion.

Once the acquisition with FP is completed, the combined company will operate under the name Firepond, Inc.

Based in Palm Desert, Calif., AFG develops computerized, point-of-sale marketing platforms used by supermarkets, packaged good manufacturers and other product manufacturers.

FP, based in Newton, Mass., develops interactive selling software.

Issuer:	AFG Enterprises USA, Inc.
Issue:	Senior secured notes
Amount:	$50 million
Maturity:	March 29, 2011
Coupon:	The greater of 4.51% or the three-month U.S. Treasury rate
Warrants:	For 6,875,000 shares
Warrant expiration:	March 29, 2011
Warrant strike price:	The lesser of $8.00 or 125% of the price per share for any equity financing while the notes are outstanding
Investors:	Radcliffe Spc. Ltd., Amatis Ltd., Context Convertible Arbitrage Offshore, Ltd., Context Convertible Arbitrage Fund, LP, Wolverine Convertible Arbitrage Fund Trading Ltd., Portside Growth and Opportunity Fund, Laurel Ridge Capital, LP, Cheyne Fund LP, Cheyne Leverage Fund, Cranshire Capital, LP, JMG Capital Partners, LP, JMG Triton Offshore Fund, Ltd., Plexus Fund Ltd., Smithfield Fiduciary
Placement agent:	Rodman & Renshaw, LLC
Settlement date:	March 29
Stock symbol:	Pink Sheets: AFGU

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