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Published on 3/18/2008 in the Prospect News PIPE Daily.

Garrison aims for production; Laser Energetics reveals Wolk investment; Misys holder underwrites sale

By Kenneth Lim

Boston, March 18 - Garrison International Ltd. said its C$5 million private placement of units could be its last before entering into production.

Laser Energetics Inc. revealed that the investor that took $12 million worth of stock in February was an affiliate of marketing guru Beryl Wolk.

Meanwhile, Misys plc said it plans to raise £75 million through a private stock sale underwritten by its principal shareholder.

Stratic Energy Corp. said it is selling $42.5 million of 9% subordinated convertible notes due 2013 to fund capital expenditure programs.

Garrison aims for production

Gold exploration company Garrison International said its C$5 million private placement of units will be taken by Asia Goldworks Ltd.

The deal comprises 50 million units at C$0.10 per unit. Each unit consists of one common share and one warrant, and each warrant will be exercisable at C$0.12 for 18 months. The deal priced Feb. 29.

Garrison common stock (TSX: GAU) last traded on Tuesday at C$0.07, up by 16.67%, or C$0.01.

The company said the deal will settle in three tranches, with C$3 million raised in the first and second tranches and C$2 million in the third.

If the third tranche does not settle by May 2, Garrison may choose to complete it as a second private placement and adjust the unit price according to market conditions.

Toronto-based Garrison said a portion of the proceeds of the placement will be used to repay a shareholder loan by a former director.

"It's an internal placement," Garrison president and chief executive Blair Krueger said.

Asia Goldworks is owned by Garrison chief operating officer Tony Bainbridge, who is based in Mongolia where Garrison's advanced-stage gold properties are located, Krueger said.

"It was arranged so that we can go ahead and produce gold in Mongolia," Krueger said.

The financing comes at a critical time for Garrison, Krueger added.

"It's really a landmark transaction for the company," he said. "We are going into production when gold is hitting $1,000 an ounce. There are a lot of junior exploration company that don't actually get to go into production."

The deal was priced at C$0.10 per unit, the same as a placement in late 2007 that had employee participation, Krueger said.

"Basically what happened was we did a small placement last fall," he said. "We thought we would price it at the same price because it's an internal placement."

The extra capital should last the company for about a year, Krueger said.

"It'll last through the year, year-and-a-half," he said. "That should get us through to cash flow positive, and hopefully we won't need to go back to the market after that."

Laser Energetics reveals investor

Laser Energetics said the investor that took $12 million worth of common stock in February was an affiliate of Beryl Wolk.

The shares will be sold at $0.139 apiece, more than four times Laser Energetics' (Pink Sheets: LNGT) closing stock price of $0.032 on Tuesday. The company will issue restricted shares equal to about 27% of its outstanding share capital for the deal.

The investor also will receive warrants for 20 million shares, exercisable at $0.08 per share.

Based in Mercerville, N.J., Laser Energetics develops laser technology.

Wolk is a marketing industry veteran whose claim to fame includes developing home shopping networks such as QVC. Laser Energetics said in January that Laser Energetics had formed a "strong alliance" with Wolk that would involve Wolk investing in the company as well as providing marketing services.

"While the closing has taken longer than we hoped, there were many moving parts that had to come together in order to finalize the deal," Laser Energetics chief executive Robert D. Battis said in a press release. "We are very close. The transaction will be a landmark event in the history of our company. For the first time, we will be adequately funded to bring to market all the exciting technology in our portfolio. We can immediately ramp up our production capacity to meet the demand for our BrightStar laser systems. We can close on two acquisitions that we are currently negotiating on, which will bring technology, revenue, and profit to our company. We will also be in a position to initiate a share buyback program, which our board of directors is currently considering."

"We work hard to earn the trust of our investors," Battis added. "We respect and appreciate the fact that they've entrusted us with their hard earned dollars. We don't make announcements unless they are true, and we strive to deliver on our promises in a timely fashion. The closing of this financing, although it is taking longer than expected, will be further proof that we mean what we say. We hope to report additional exciting developments regarding our company in the very near future."

Misys to raise £75 million

Misys said it will sell 42.9 million shares at 175p apiece in a £75 million fundraiser.

Misys common stock (London: MSY) closed at 161.25p on Tuesday.

The company said the proceeds of the deal will be used to finance a merger with Allscripts Healthcare Solutions Inc. and is conditional upon the deal's closing by Dec. 31, 2008.

Evesham, England-based Misys develops, manages and licenses a variety of software products and solutions to customers in the financial services industry.

JPMorgan Cazenove Ltd. is the bookrunner and placement agent of the offering.

Misys said its principal shareholder, ValueAct, will underwrite the offering through an affiliate of ValueAct Capital Master Fund LP. ValueAct currently controls about 19.4% of Misys' voting shares. If no other investors take up the offer, ValueAct will have control over a 25.8% stake in Misys.

Stratic Energy prices notes

Stratic Energy said it agreed with investors on the terms of $42.5 million worth of 9% convertible subordinated notes due 2013.

The notes are convertible into Stratic common stock at $1.00 per share. They may be called after two years if the company's common stock closes at C$1.75 or higher for 20 consecutive trading days on the TSX Venture Exchange.

Stratic common stock (TSX: SE) slipped 2.9%, or C$0.02, to close at C$0.67 on Tuesday.

Ingalls & Snyder Value Partners LP has agreed to buy $25 million of the notes. Ingalls & Snyder Value Partners is an advisory client of Ingalls & Snyder LLC, whose other clients are shareholders of the company.

Stratic, a Calgary, Alta.-based petroleum and natural gas exploration company, said the proceeds of the deal will be used to finance its capital expenditure programs and for general corporate purposes.


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