Bank Holdings raises $11.54 million; Airspan Networks' stock climbs on $29 million preferreds sale

By Sheri Kasprzak

New York, Aug. 1 - Heading up a light day of PIPE activity as stocks tanked and oil prices rose was an $11,583,580 stock deal from The Bank Holdings.

The company issued 678,740 shares at $17.00 each.

The issuer had 3,251,678 outstanding common shares as of May 11.

The original offering called for the sale of a minimum of 445,000 shares.

The offering was conducted to help pay for the cash portion of Bank Holdings' merger with NNB Holdings, the holding company for Northern Nevada Bank.

Under the terms of the acquisition, Bank Holdings will pay $11 million in cash and issue 1,388,889 common shares. Any remaining proceeds will be used for general corporate purposes.

After the deal and acquisition were announced Tuesday afternoon, Bank Holdings' stock gained 0.63%, or 11 cents, to complete the day at $17.94 (Nasdaq: TBHS).

Looking to the company's latest earning statement, Bank Holdings reported a net loss of $24,000 for the quarter ended March 31, compared with net income of $177,000 for the same quarter of 2005.

Reno, Nev.-based Bank Holdings is the parent company of Nevada Security Bank.

In the broader market, stocks dipped, pushing down volume, according to one sellside market source.

"Stocks are down, you do the math," he quipped Tuesday afternoon.

The Dow Jones Industrial Average dropped 59.95 to close at 11,125.73; the Nasdaq composite index fell 29.48 to end at 2,061.99; and the Standard & Poor's 500 composite index slipped 5.74 to settle at 1,270.92.

Airspan's PIPE

Moving to the tech sector, Airspan Networks, Inc. concluded a $29 million private placement of convertible preferreds.

Airspan's stock edged up by 5 cents, or 2.66%, to end the session at $1.93, gaining another penny in after-hours trading (Nasdaq: AIRN).

Oak Investment Partners XI, LP bought 100,000 shares of series B preferreds at $290.00 each. The company also issued 100,690 shares of series B preferred stock in exchange for 73,000 shares of series A preferreds currently held by Oak.

Each preferred is convertible into 100 common shares. The company's last closing price was $1.91 on Friday.

"Whether you value this transaction based upon Oak's offered cash price per share of series B preferred stock and/or the estimated common stock equivalent of the series A preferred stock, the stock purchase agreement has pricing terms that we believe are favorable to the company," said Eric Stonestrom, the company's chief executive officer, in a statement.

"We are extremely pleased by Oak's ongoing commitment to Airspan and look forward to continuing to build upon a great working relationship. The added liquidity from this financing should provide us with the financial flexibility to fully pursue our business plan."

"We continue to be impressed with the fundamentals and growth prospects of Airspan's business," said Oak managing partner Bandel Carano in a news release. "WiMax is changing the wireless paradigm and Airspan's leadership in terms of technology and market position is compelling."

Airspan, based in Boca Raton, Fla., provides fixed and wireless voice and data systems, including voice-over-internet protocol.

Capella raises C$3.98 million

Heading to Canadian private placements, Capella Resources Ltd. settled a private placement of 5,378,818 units for C$3,980,325.

The company issued units of one share and one half-share warrant at C$0.74 each. Each whole warrant is exercisable at C$0.93 each through July 28, 2007.

Proceeds will be used for exploration on the company's mineral properties. The rest will be used for working capital.

Capella Resources, based in Vancouver, B.C., is a gold and silver exploration company.

In other resources news, oil prices rose for the second straight session.

Oil prices gained 51 cents to end the day at $74.91 per barrel.

One market source north of the border said the increases in oil prices may benefit Canadian private placement activity somewhat.

"It helps with a wide variety of things, but there are other factors," he said. "Economic data, earnings, things like that all impact it, but so far, I think things will pick up."

Raptor stock plummets

A day after settling a $5 million private placement, Raptor Networks Technology, Inc. watched its stock dive by 24.4% on Tuesday.

The company's stock fell 10 cents to end the session at $0.31 (OTCBB: RPTN). On Monday, the stock gained 3 cents, or 6.82%, to close at $0.41.

In the placement, Castlerigg Master Investments Ltd.; Cedar Hill Partners Onshore, LP; and Cedar Hill Partners Offshore, Ltd. bought senior convertible notes due in 2008. The notes are initially convertible into common shares at $0.43948 each.

Montgomery & Co., LLC was the placement agent.

Proceeds from the offering will be used to pay down $1.2 million in debt, pay for $2 million in operations costs, pay for $500,000 in capital expenditures and provide $1 million in working capital for the company.

Based in Santa Ana, Calif., Raptor develops network switching architectures used in video, voice-over-internet protocol and high-speed storage applications.

pSivida stock slips

Elsewhere in the tech sector, pSivida Ltd.'s stock fell on Tuesday after wrapping a $6.5 million private placement of convertible debentures on Monday.

The stock dipped by 4 cents, or 1.43%, to close at $2.76 (Nasdaq: PSDV). On Monday, when the deal wrapped, the stock also fell by 4 cents, or 1.41%, to end at $2.80.

In the placement, Absolute Europe Catalyst Fund, Absolute Octane Fund and Australian IT Investments Ltd. bought 8% subordinated convertible debentures. The debentures are convertible into American Depositary Shares at $2.00 each.

Mercury Investments Ltd. was the placement agent.

Based in Perth, Western Australia, pSivida makes nanotechnology products used by pharmaceutical and other medical providers.

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