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Published on 11/10/2005 in the Prospect News PIPE Daily.

MarkWest Energy pockets $72.68 million from unit offering; Airnet concludes $11 million deal

By Sheri Kasprzak

New York, Nov. 10 - MarkWest Energy Partners LP led PIPE news on Thursday, even as oil prices hit their lowest levels in almost four months.

MarkWest sold 1,644,065 limited partnership units at $44.21 each in an effort to pay off a portion of credit and term loan facilities it used to finance its acquisition of the Javelina gas processing and fractionation facility earlier this month.

As of Oct. 31, the company had 8,242,697 outstanding common limited partnership units.

After the offering was announced Thursday morning, the Denver-based company's stock edged down 0.8%, or $0.39, to finish the day at $48.31.

Looking to its earnings, MarkWest reported net income of $602,000 for the quarter ended Sept. 30, which was down from net income of $715,000 reported in the year-ago period.

MarkWest owns a core of midstream natural gas assets.

Elsewhere in the private placement market Thursday, Airnet Communications Corp. announced the completion of an $11 million offering of a convertible minimum borrowing note and revolving note.

Laurus Master Fund, Ltd. purchased the $4 million minimum borrowing note and the $7 million revolving note.

The borrowing note matures Nov. 8, 2008 and bears interest at either Prime rate plus 200 basis points or 6% with the rate decreasing by 200 basis points for every incremental 25% increase in the closing price of the company's stock for the duration of the note.

The borrowing note is convertible into common shares initially at $1.326 each.

The revolving note, also due on Nov. 8, 2008, has the same interest rate as the minimum borrowing note.

The revolving note is convertible into common shares at $3.789 each.

Laurus also received warrants for 964,187 shares, exercisable at $1.452 each for seven years.

Proceeds from the notes will be used to repay a $2 million senior secured note issued in August 2003. The rest will be used for general corporate purposes.

According to its latest earnings report, Airnet sustained a net loss of $4,983,000 for the quarter ended June 30, compared to a net loss of $5,614,000 for the same period in 2004.

On Thursday, the company's stock gained $0.03 to end at $1.30.

Based in Melbourne, Fla., Airnet makes wireless communications infrastructure equipment.

Apptix plans two PIPEs

Looking to the technology sector, Apptix, Inc. plans to raise $5,252,000 in a stock offering and $5.1 million in a convertible loan deal.

Under the terms of the stock offering, the company plans to sell up to 5.2 million shares at $1.01 apiece.

The two-year convertible loan bears interest at 11% annually and is convertible for the first 21 months at $1.52.

DnB NOR Markets is the placement agent for both offerings.

"We are extremely satisfied with the commitments and the terms we have received," said Amir Hudda, the company's chief executive officer, in a statement. "The additional funding will secure financing of the announced acquisition of the assets of MailStreet and provide the company with additional funding to implement its strategic plan."

On Nov. 2, Apptix announced that it was acquiring MailStreet, a Fort Lauderdale, Fla.-based small business messaging services company, for $7 million.

Based in Herndon, Va., Apptix makes on-demand messaging software for handheld devices.

The company's stock remained unchanged Thursday at $0.98.

Energy offerings abound in Canada

In addition to the MarkWest deal in the United States, several energy companies priced offerings on Thursday in Canada, despite a significant drop in oil prices.

Oil prices dipped $1.13 on Thursday to settle at $57.80 per barrel, the lowest level since July.

One market source familiar with natural resources said a good portion of the energy offerings coming through now are comprised of flow-through shares, which sweeten the deal to investors given the tax break associated with them.

"Energy stocks are way off today," he said. "I have seen quite a few selling off flow-through shares and that makes them more appealing."

As to why more energy companies are in the market with offerings now, the source said it's hard to say.

"I'm not really sure what's pushing them right now," he added.

Cordero Energy Inc. announced its plans to raise C$12.76 million in a stock offering that includes 2.2 million shares at C$5.80 each.

That deal is being placed through a syndicate of underwriters led by Peters & Co. Ltd. and is expected to close Nov. 29.

After the offering was announced Thursday morning, the company's stock gained 2.88%, or C$0.17 to close at C$6.07.

Proceeds will be used to expand the company's exploration and development in 2006. The company's present capital budget for 2006 was reported at C$53 million Thursday.

Cordero is based in Calgary, Alta.

Regal Energy Corp., another Calgary-based oil explorer, increased the size of a previously priced offering on behalf of Azeri Capital Inc. to C$6,535,000.

Regal will sell up to 700,000 flow-through shares of Azeri, one of its subsidiaries, at C$7.20 each and up to 230,000 non flow-through shares of Azeri at C$6.50 each.

There is an over-allotment option for up to 10% of the number of non flow-through shares offered in the deal.

The details of the original deal, priced on Nov. 3, could not be determined Thursday.

Proceeds will be used by Azeri for exploration, development and working capital.

On Oct. 31, Regal and Azeri agreed to combine to form Regal Energy Ltd. As part of the transaction, Azeri shareholders will receive 7.37 shares of Regal Energy for each share owned.

Another Calgary-based energy issuer, Deep Resources Ltd., priced a C$3 million deal comprised of flow-through shares.

Jennings Capital Inc. is the placement agent for the deal, comprised of up to 3 million shares.

Proceeds will be used for exploration expenses.

Deep Resources' stock closed unchanged Thursday at C$0.78.

Tripath shares down 4.9%

Tripath Technology Inc.'s stock slipped 4.88% on Thursday, a day after the company completed a $5 million private placement of convertible debentures. The company stock lost $0.02 to end at $0.39.

On Wednesday, when the private placement closed, the company's stock fell $0.04, or 8.9%, to close at $0.41.

The debentures issued by Tripath on Wednesday are convertible into common shares at $0.37 each.

Based in San Jose, Calif., Tripath makes semiconductors for the digital media consumer electronics and communications markets.

Clarient stock off 4%

Clarient, Inc., which announced a $15 million stock deal on Wednesday, saw its stock dip on Thursday as well.

The company's stock ended down $0.05, or 4.13%, at $1.16.

On Wednesday, when the private placement was settled, Clarient's stock fell $0.08, or 6.2%, to close at $1.21.

Clarient plans to issue shares at $1.00 each in two tranches. The first tranche closed on Wednesday for $8.9 million in proceeds.

Based in San Juan Capistrano, Calif., Clarient provides imaging technologies to help oncologists and other health care providers characterize, assess and treat cancer.


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