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Published on 1/13/2005 in the Prospect News PIPE Daily.

New Issue: Modtech releases conversion price, warrant information on $25 million note

By Sheri Kasprzak

Atlanta, Jan. 13 - Modtech Holdings Inc. has set the conversion price on its previously announced $25 million senior secured convertible note and has also updated information on the warrants attached to the offering.

On Dec. 30, the company sold the 7% five-year note to Amphora Ltd., but the conversion price had not been set at that point. Now it has announced that the note is convertible into 2,873,564 shares at $8.70 each. The price represents 115% of the five-day trading average. The conversion price had an $8.61 floor.

The note also came with warrants for 229,886 shares, exercisable at $8.70 each for five years.

Rodman & Renshaw LLC was the placement agent in the deal.

Perris, Calif.-based Modtech, designs and manufactures modular buildings. The company will use $15 million of the proceeds to repay its revolving credit facility and for working capital and general corporate purposes. The remaining $10 million will be used to cash collateralize a letter of credit issued for the benefit of the note holder.

Issuer:Modtech Holdings Inc.
Issue:$25 million
Maturity:Five years
Coupon:7%
Price:Par
Yield:7%
Conversion price:$8.70
Conversion ratio:Into 2,873,564 common shares
Warrants:For 229,886 shares
Warrant expiration:Five years
Warrant strike price:$8.70
Placement agent:Rodman & Renshaw LLC
Investors:Amphora Ltd.
Settlement date:Dec. 30
Stock price:$8.58 at close Dec. 30

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