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Published on 7/7/2006 in the Prospect News PIPE Daily.

Nova Energy raises $16.12 million in PIPE; Sona Mobile Holdings wraps $10.16 million stock sale

By Sheri Kasprzak

New York, July 7 - PIPE volume fell off in both the United States and Canada as stocks backed off Friday and oil prices eased as well.

"It's probably a number of things," said one sellsider based in San Francisco. "It's a Friday in vacation season, stocks are in the toilet and summer tends to be a bit slower for us in general."

Looking to those stocks, the Dow Jones Industrial Average gave up 134.63 to end at 11,090.67 and the Nasdaq composite index fell 25.03 to close at 2,130.06. The Standard & Poor's 500 composite index dipped 8.60 to settle at 1,265.48.

Oil prices, meanwhile, fell by $1.05 to close at $74.09 per barrel.

Heading up the light private placement activity was a $16.12 million private placement of units from Nova Energy Holding, Inc.

Nova issued 10.4 million units at $1.55 each to a group of institutional and accredited investors.

The units are composed of one share and one half-share warrant with each whole warrant exercisable at $2.54 each for five years.

After the settlement was announced Friday morning, Nova's stock lost 2 cents, or 1%, to finish the day at $1.98 (OTCBB: NVAO).

"This financing gives us the working capital necessary to begin to implement our short-term business strategy of building and operating two to four 60 million gallon-per-year biodiesel refineries of our own account, starting with our first refinery planned for Seneca, Ill.," said Kenneth Hern, the company's chief executive officer, in a news release. "We thank our investors for their investment in the long-term future of our company."

Houston-based Nova is an alternative energy company focused on developing synthesized and renewable fuel products.

Sona Mobile's $10.16 million deal

Over in the tech sector, Sona Mobile Holdings Corp. pocketed $10,165,993 from a stock offering. The placement sent the company's stock up by 18.33%, or 11 cents, to close out the session at $0.71 (OTCBB: SNMB).

A group of accredited investors led by Shuffle Master, Inc. purchased 16,943,323 shares at $0.60 each.

Sona had 41,158,422 outstanding shares of common stock as of May 8.

The investors also received warrants for 8,471,657 shares, exercisable at $0.83 each for five years.

The company's chief executive officer, Shawn Kreloff, its vice president of technology, Andrew Brandt and its vice president of development, Peter Shoebridge also participated in the offering.

Roth Capital Partners, LLC was the placement agent.

According to Sona's latest earnings statement, the company reported a net loss of $2,599,442 for the quarter ended March 31, compared to a net loss of $755,044 for the corresponding quarter of 2005.

"At March 31, 2006, the company had cash and cash equivalents of approximately $2.2 million," said the earnings statement. "Management believes that this existing cash on hand will only be sufficient to fund operations through July 2006. Accordingly, the company must raise additional capital immediately."

Prefiguring the deal announced Friday, the filing continued: "The company has signed an engagement letter with an investment banker under which the investment banker has agreed to act as placement agent for up to a $10 million financing for the company."

New York-based Sona develops wireless software used in mobile devices.

Another tech company, Diversinet Corp. raised $4,008,000 from the sale of 6,680,001 units at $0.60 each.

Each of the units is comprised of one share and one warrant. Half of the warrants are exercisable at $0.75 each for two years and the other half at $0.90 each for two years.

Albert Wahbe subscribed for 4.6 million of the units and will now be Diversinet's chairman. The rest of the units were purchased by institutional and individual investors.

Diversinet's stock gained a penny to close Friday out at $0.69 (OTCBB: DVNTF).

The proceeds from the deal will be used for working capital and general corporate purposes.

Based in Toronto, Diversinet develops software used in wireless applications.

Butler to raise $35 million

Butler International, Inc. raised $2.5 million initially from a note offering with Levine Leichtman Capital Partners III, LP and anticipates raising a total of $35 million in senior and subordinated notes from the offering.

Ahead of the closing, $2.5 million of the notes was funded and the rest will be funded when filings are made with the Securities and Exchange Commission. Part of the condition for closing is the completion of form 10-Qs for the quarter ended Sept. 30, 2005 and March 31, 2006 and the form 10-K for the year ended Dec. 31, 2005. Those filings are expected in late July.

The 15% initial notes are due Aug. 14, 2006.

For the initial investment of $2.5 million, the investor received warrants for 1,041,254 shares, exercisable at $2.13 each for 10 years.

Once the financing is completed, LLCP will hold $10 million in secured senior notes that bear interest at Libor plus 675 basis points and $25 million in secured senior subordinated notes that bear interest at Libor plus 975 basis points. Both notes are due June 30, 2011.

On Friday, Butler's stock gained 4.76%, or a dime, to end at $2.20 (Pink Sheets: BUTL).

Based in Montvale, N.J., Butler provides outsourcing and technical staffing services.

Another staffing company, Command Center, Inc. shut the door on one PIPE, but opened another, pricing a $6 million private placement of its common stock after terminating its previously announced $4 million private placement of series A preferred stock.

The new offering includes up to 2 million shares. The shares may be purchased in cash or through the exchange of series A preferred stock.

In the preferreds offering, Command Center had intended to sell up to 40,000 shares of series A preferreds at $100.00 each. Before the deal was terminated, 4,700 preferreds were sold. If the series A preferreds are exchanged, the original amount paid for the preferreds will be applied to the purchase of the common stock. If all 4,700 preferreds are exchanged, 156,667 common shares will be issued.

The company's stock slipped by 25 cents, or 5.62%, to end at $4.20 on Friday (OTCBB: CCNI).

Based in Post Falls, Idaho, Command Center is a temporary staffing services company.

Quantum's stock falls 4.3%

A day after sealing a $12,496,000 private placement, Quantum Technologies, Inc. saw its stock drop by almost 4.3% on Friday.

The company's stock gave up 14 cents, or 4.29%, to close at $3.12, but gained another 2 cents in after-hours trading (Nasdaq: QTWW).

The stock slipped by 8.17%, or 29 cents, to finish at $3.26 on Thursday when the deal closed.

In the placement, a group of new and existing investors bought stock at $2.84 each, a 10% discount to the company's $3.15 closing stock price on June 29.

Quantum, which is headquartered in Irvine, Calif., manufactures packaged fuel systems for specialty vehicles, like hybrids and fuel cell vehicles.


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