Headwaters settles offering; OPKO plans convertible preferreds; Solex, Lorex scrap placements

By Stephanie N. Rotondo

Portland, Ore., Sept. 22 - It was all quiet on the private placement front Tuesday and some companies saw their deals fall through.

Headwaters Inc. announced it wrapped a $37.4 million registered direct offering of stock. The proceeds will be used to satisfy a covenant under its current lending facilities.

Meanwhile, OPKO Health Inc. said it would pocket $30 million from a private placement of convertible preferred equity. The deal also includes warrants exercisable for shares of common stock.

North American Palladium Ltd. brought a bought-deal financing to market. The company intends to raise C$15 million from the transaction.

Elsewhere, both Solex Resources Corp. and Lorex Technology Inc. terminated private placements Tuesday. Solex did not give a reason for the cancellation. Lorex, however, said the nixed deal came as its lender informed the company it was in default under its existing credit facilities.

Headwaters settles direct offering

Headwaters wrapped a $37.4 million registered direct offering of stock, according to a press release.

The deal originally priced Sept. 17.

Headwaters sold 9.6 million shares of common stock at $3.90 each.

The funds will be used for partial repayment of the company's senior secured first-tier term loan, satisfying a requirement under the loan that calls for the company to repay $25 million of the debt should headwaters secure an asset-backed lending facility on or before Dec. 31.

Headwaters' shares (NYSE: HW) gained a dime, or 2.51%, to $4.08.

Headwaters is a South Jordan, Utah-based diversified growth company providing products, technologies and services to the energy, construction and home improvement industries.

OPKO to sell convertible preferreds

OPKO Health will take in $30 million from a private placement of convertible preferred stock, the company said in a press release.

The Miami-based company will sell approximately 1.2 million shares of 8% series D cumulative convertible preferred stock at $24.80 per share. Investors will also receive three-year warrants equal to approximately 3 million shares of common stock.

"This financing transaction provides the company with additional financial resources to fund acquisitions and support bringing the company's projects and pipeline of novel drugs and products to market," said Phillip Frost, chairman and chief executive officer, in the release.

OPKO's equity (Amex: OPK) dropped 7 cents, or 2.63%, to $2.59. Market capitalization is $644 million.

OPKO Health is a specialty health care company involved in the discovery, development and commercialization of proprietary pharmaceutical products, medical devices, vaccines, diagnostic technologies and imaging systems.

NAP brings bought deal

North American Palladium intends to raise C$15 million via a private placement of flow-through shares, according to a press release.

Under the terms of the bought deal, the company will issue 4 million of the shares at C$3.75 per share.

Proceeds will be used for exploration, as defined by the issuance of the flow-through shares. Settlement is expected by Oct. 8.

NAP is also conducting a pubic bought-deal offering of units for proceeds of C$50.4 million. The deal originally priced at C$35 million on Tuesday and was soon upsized.

Calls made to the company seeking comment went unreturned Tuesday.

NAP's equity (Toronto: PDL) fell 29 cents, or 8.58%, to $3.09. Market capitalization is C$323 million.

North American Palladium is a Toronto-based platinum group metals exploration company.

Solex, Lorex terminate deals

Solex Resources announced it had canceled a C$2.25 million private placement of equity units.

The deal originally priced June 22.

The Vancouver, B.C.-based resource company did not specify why the deal was nixed in a press release and calls made to the company were not returned Tuesday.

Also, Lorex Technology said it would "not be proceeding" with the remaining portion of a C$2.5 million private placement of secured subordinate series A convertible debentures.

The company previously closed on C$1.25 million of the deal.

The termination of the deal came as the company's primary lender said the recent resignation of its chief executive officer constituted a default under its current credit facilities. The company has 30 days to hire a replacement or 120 days to find a replacement lender.

As such, Lorex and its investors determined "to pursue alternative options including replacing the current lender," the company said in a press release.

"The investors have informed the company that they are committed to working with the company and wish to continue and expand their relationship with the company, the terms of which will be negotiated between the parties," the release stated.

Lorex's lender also informed the company that it would not waive the default, given the decision to cancel the financing deal.

"The company continues to conduct its business in the ordinary course and is confident that a replacement lender will be procured in due time, and negotiations have already commenced on that basis, although there can be no assurance that one can be found on terms acceptable to the company," the company said.

Lorex did not return calls seeking comment.

Lorex Technology is a Toronto-based provider of video surveillance security solutions.

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