Transcendent One looks for broker in $3 million deal; Tassal pockets A$67.2 million

By Sheri Kasprzak and Laura Lutz

Des Moines, Jan. 9 - Transcendent One, Inc. is seeking a broker for its $3 million convertible debt offering, the company's chief executive officer said in an interview Wednesday with Prospect News.

Luke D'Angelo said his company is eager for an initial public offering - but for now the startup needs cash.

Currently, Transcendent One is trying to conduct its convertible unit deal on a non-brokered basis, but D'Angelo said the company wants to connect with the brokerage sector.

"We're trying to get as much exposure as possible," said D'Angelo. "We're seeking $3 million, but $1.5 million is all the money we need before we can go profitable. The beautiful thing about our company is that it walks, it talks like an IPO. They [the investors] get some free shares up front and then they can convert for additional shares [at maturity in October]."

The company announced in October that it was seeking to sell $3 million in 600 units of convertible notes. Each unit includes $5,000 in principal of 10% convertible notes due Oct. 10, 2009. The units also include 3,000 common shares.

The notes are convertible at $0.60 each and convert automatically at maturity, unless the investor notifies the company between Sept. 1, 2009 and Sept. 30, 2009 of their intention to decline conversion.

The company may prepay the notes before Aug. 3, 2009.

Transcendent One to conduct IPO

D'Angelo said Transcendent One wants to conduct an IPO in the next 18 to 24 months and expects a pricing of between $0.50 and $1.00 for the IPO.

The company sought a PIPE because it's a quick and secure way to make money.

Transcendent One, based in Solana Beach, Calif., provides full-service credit and gift-card processing for retail merchants. The industry, D'Angelo said, has been profitable in a sinking economy.

"Last year, there was over $30 billion in acquisitions last year in this industry, in straight acquisitions in a spiraling-downward economy," D'Angelo said.

D'Angelo said his offering is slightly different because he wants to offer merchants equity in the company in exchange for using their service.

"We're engaged in doing an offering, quite honestly, because we have a huge outside sales force and it's growing every day," D'Angelo said. "We're getting about five guys a day and there's capital that's needed, not necessarily to pay for salespeople but to just handle the infrastructure. We're turning on certain customers' requirements and we have to use an outside vendor to serve the merchants. We may have several hundred gas stations. If we turn on all those gas stations, we recoup the money in 60 days."

The company, started in August, has been "influxed," D'Angelo said.

"I've created a monster and we don't have the capital to support it."

Transcendent One's stock does not trade on an exchange but the company does report to the Securities and Exchange Commission.

Tassal raises A$67.2 million

Meanwhile, Tassal Group Ltd. rolled out the day's biggest PIPE deal with a A$67.2 million private placement of ordinary shares.

The company sold 17,463,781 shares at A$3.85 per share.

Merrill Lynch was the manager and underwriter for the oversubscribed deal, which is expected to settle next Monday.

Proceeds will be used to reduce debt, fund the recently announced acquisition of Superior Gold and fund organic growth strategies.

"We are delighted with the high level of interest in the offer from both existing and new institutional shareholders and believe that the successful execution is a strong endorsement of Tassal and our stated strategy, Mark Ryan, Tassal's managing director and chief executive officer, said in a news release.

Tassal is a salmon-farming company based in Huonville, Australia.

Its shares closed unchanged at A$3.90 on Wednesday (Australia: TGR).

Corgi to take in $32.2 million

Corgi International Ltd. announced final arrangements for a $30 million credit facility and settlement of a $2.2 million private placement of its American depositary shares.

Burdale Financial Ltd. is the investor for the credit facility.

"We have put together a tailored and complete financial funding program, working with Corgi's existing lenders and investors. Burdale looks forward to working with the Corgi management team as they execute their expansion plans," Dennis Levine, Burdale's chief executive officer, said in a news release from Corgi.

Along with this financing, Corgi's existing lenders, Barclays Bank plc, Ropart Asset Management Fund LLC and Gateway Trade Finance LLC, each agreed to extend the maturity of their existing credit facilities with the company.

Gateway also agreed to provide up to $3.3 million of inventory financing for at least one year. In connection with the extension, Corgi granted Ropart Asset Management a warrant to buy 200,000 ADS at HK$3.00 apiece.

The $2.2 million private placement consisted of 2.2 million ADS at $1.00 apiece. Of that amount, $200,000 was in exchange for existing bridge indebtedness.

Corgi's chief executive officer, Michael Cookson, expressed satisfaction with the deal in the company's news release.

"We are extremely pleased to have completed these financings, which we believe positions us well to execute our growth plans for the future and leverage the combined channels and assets of our merged companies. Our investors and financial institutions have been responsive in supporting the company at this time," he said.

Hong Kong-based Corgi sells die-cast collectibles. Its stock dropped 12 cents, or 4.38%, to finish Wednesday at $2.62 (Nasdaq: CRGI).

Ormat closes $33.31 million deal

Back in the United States, Ormat Technologies, Inc. completed a $33.31 million unregistered sale of stock to its parent company, Ormat Industries Ltd.

Ormat is a geothermal and recovered-energy power company based in Reno, Nev.

The deal included 693,750 common shares at $48.02 each.

Proceeds will be used for general corporate purposes.

Ormat's stock closed down 60 cents, or 1.1%, at $53.86 on Wednesday before losing another $1.12 in after-hours trading (NYSE: ORA).

Antigenics plans $26.1 million

In biotech, Antigenics Inc. announced a private placement of stock for $26.1 million.

The company plans to sell about 8.7 million shares at $3.00 apiece along with warrants for about 8.7 million shares. The warrants will be exercisable at $3.00 per share for five years.

In a news release, Antigenics pointed out that the per-share price is a 40% premium to the $2.15 closing price of Antigenics stock on Tuesday (Nasdaq: AGEN). After Wednesday's announcement, the stock gained 14 cents, or 6.51%, to finish the day at $2.29.

Invus Public Equities, LP is the lead investor. Oracle Investment Management, Inc. and other accredited investors will also participate.

Garo H. Armen, chairman and CEO of Antigenics, is the only private investor.

"I am delighted to be working with a group of highly respected investors who share our belief in Antigenics' potential," Armen said in the release. "Their value orientation and diligence make this financing particularly compatible with the creation of long-term value for our shareholders."

Settlement was expected on Wednesday.

Antigenics is a New York-based biotech company. It said it will use some of the proceeds for a potential launch of its Oncophage cancer vaccine in Russia, possible filings in Europe and Canada, and other commercial and regulatory efforts.

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