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Published on 3/13/2012 in the Prospect News PIPE Daily.

Alon USA Energy places $30 million of 8.5% convertible preferreds

Company repays $30 million loan held by investors, gets warrants back

By Angela McDaniels

Tacoma, Wash., March 13 - Alon USA Energy, Inc. issued $30 million of 8.5% series B convertible preferred stock to a group of existing investors on March 8.

The 3 million preferreds have a liquidation preference of $10.00 each, according to a 10-K filing with the Securities and Exchange Commission.

The conversion rate is 1.4837 shares of common stock per convertible, which is equivalent to a conversion price of $6.74. The conversion price is a 30.5% discount to the company's closing share price on March 7, $9.70.

Dividends are payable quarterly in cash, common stock or a combination of cash and stock.

The convertibles are callable beginning on Oct. 28, 2017. Beginning March 8, 2015, the company can force conversion if the daily volume-weighted average price of its common stock is at least 130% of the conversion price for at least 20 trading days out of any 30 consecutive trading days.

The group of investors held $30 million of notes issued by Alon Brands, Inc., a $30 million Alon Brands 7% term loan due March 2016 and 3,092,783 warrants. Under the terms of the preferred stock purchase agreement, Alon repaid the term loan and the investors surrendered the warrants.

Dallas-based Alon USA Energy owns crude oil refineries and related pipeline and terminal assets.

Issuer:Alon USA Energy, Inc.
Issue:Series B convertible preferred stock
Amount:$30 million
Preferreds:3 million
Price:$10.00
Maturity:Perpetual
Dividends:8.5%, payable quarterly in cash or common stock
Call option:Beginning on Oct. 28, 2017
Forced conversion:At company's option if daily VWAP of common stock is at least 130% of conversion price for at least 20 trading days out of any 30 consecutive trading days
Warrants:No
Agent:Non-brokered
Settlement date:March 8
Stock symbol:NYSE: ALJ
Stock price:$9.18
Market capitalization:$511.67 million

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