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Published on 2/12/2007 in the Prospect News PIPE Daily.

Verint raises $293 million from preferreds sale; Beacon Power energizes itself with $10.63 million

By Sheri Kasprzak

New York, Feb. 12 - Verint Systems Inc. kicked off the week in PIPEs by wrapping a $293 million sale of 4.25% perpetual preferred stock to Comverse Technology, Inc.

The preferreds are convertible at a 12.5% premium to the 25-day weighted average price of the company's stock before closing.

The proceeds from the deal will be used to pay for a portion of Verint's acquisition of Witness Systems for $27.50 per share.

"This investment advances the Comverse Technology board's goal of maximizing value for shareholders, while preserving the company's flexibility on future choices regarding all of its assets," said Mark Terrell, Comverse's chairman, in a statement. "It is consistent with the board's ongoing review of Comverse Technology's businesses, corporate structure and areas of competitive opportunity and underscores the board's commitment to enhancing, preserving and unlocking the value of all of its businesses and investments.

"As Verint's majority shareholder, we recognize and support the value of creation potential of Verint's strategic acquisition of Witness Systems. Comverse Technology's financial support of the transaction will help facilitate a powerful combination with significant synergies and increased opportunities for growth."

Verint's stock climbed 22 cents on Monday to settle at $32.28 (Pink Sheets: VRNT).

Verint, based in New York, provide analytic software-based products for security and business intelligence.

Meanwhile, in the broader market, a sellside market source said PIPE volume is being buoyed a great deal by acquisitions not unlike the Verint deal.

"We're seeing a lot of things that are being done with acquisitions, mergers," he said. "It's still early in the year, so a lot of merger and acquisition activity is going on. It will probably continue into the spring and I think a lot of [PIPE deals] will be done along with those."

Beacon to close PIPE

Elsewhere in private placement news Monday, Beacon Power Corp. secured a $10,633,219 investment in a private placement of units.

Word of the deal sent Beacon's stock down almost 21%. The stock gave up 25.4 cents Monday to close at $0.956 (Nasdaq: BCON). In after-hours trading, the stock edged back up two-tenths of a cent.

A single institutional investor has agreed to purchase 11,814,688 units at $0.90 each. The units include one share and one half-share warrant. Each whole warrant is exercisable at $1.33 each for five years.

Merriman Curhan Ford & Co. was the placement agent.

The placement is scheduled to close Feb. 15.

Proceeds will be used for operations, including the design of the company's first 20-megawatt frequency regulation power plant.

In November 2005, Beacon closed a $15 million stock offering, selling 9,933,775 shares at $1.51 each to a group of 10 institutional investors. Merriman Curhan Ford was the agent on that offering as well.

The company also closed a $4.4 million offering of 5,310,802 shares in April 2005 at $0.8285 each with Perseus LLC.

Beacon, based in Wilmington, Mass., develops products and services to support electricity grid operation.

West Africa upsizes deal

Moving to the oil sector, West Africa Energy Inc. watched its stock fall by 13.33% after upsizing to C$9 million a previously announced private placement.

The deal comes as oil prices fell $2.08 to close at $57.81 per barrel. Oil prices had jumped last week, almost reaching $60 per barrel.

The West Africa offering now includes up to 20 million units of one share and one warrant at C$0.45 each, a 25% discount to the company's C$0.60 closing stock price on Friday.

The company's stock dove by 8 cents Monday to settle at C$0.52 (TSX Venture: WAE).

The warrants associated with the offering are exercisable at C$0.60 for one year.

The placement includes a greenshoe for up to C$3 million.

The deal originally consisted of up to 8 million units under the same terms.

Proceeds will be used for the development of the company's Mali assets and for the ongoing commitment related to West Africa's right to acquire material interest in two petroleum licenses from Arax Energy Inc.

London-based West Africa acquires hydrocarbon assets.

Star to raise $7.5 million

In other oil news, Star Energy Inc. is gearing up to wrap a $7.5 million private placement of senior secured convertible debentures.

The 8% debentures will be purchased by a group of institutional investors and are due January 2010. The conversion price of the debentures could not be determined by press time Monday.

Rodman & Renshaw, LLC was the placement agent.

Proceeds will be used for the expansion of operations, the payment of liabilities and the funding of strategic initiatives.

The deal was expected to close Monday.

On Monday, the stock gave up 3 cents to close at $3.44 (OTCBB: SERG).

"We have major expansion goals and raising this capital is an important step in our plans to acquire and develop energy properties in Russia and Eastern Europe," said Patrick Kealy, the company's chief executive officer, in a news release.

Based in Salt Lake City, Star is an oil and natural gas exploration company with assets in Russia and Eastern Europe.

Elsewhere in the sector, KAL Energy, Inc. wrapped a $3.523 million stock offering.

A group of investors has agreed to purchase 17.615 million shares at $0.20 apiece, a 78% discount to the company's $0.905 closing stock price on Friday.

Proceeds will be used for exploration on the company's coal properties and for working capital.

In other news, KAL said it has completed its acquisition of Thatcher Mining Pte. Ltd. and has issued 32 million shares for the deal.

KAL's stock edged up 2 cents Monday to close at $0.925 (OTCBB: KALG).

KAL is a coal exploration company with headquarters in London.

Harte Gold plans offering

In other resources news, Harte Gold Corp. priced a C$7.2 million private placement.

The offering includes up to 24 million units of one share and one half-share warrant at C$0.30 each.

The whole warrants are exercisable at C$0.45 each for 18 months.

D&D Securities Co. is the lead agent for the deal.

The company plans to use $5 million of the proceeds to acquire a 51% interest in the Sugar Zone property in the Hemlo area of Ontario. The acquisition will bring to 100% the company's interest in the property. The rest will be used for working capital and general corporate purposes.

The stock closed unchanged at C$0.33 Monday (TSX Venture: HRT).

Toronto-based Harte is a gold exploration company focused on the Hemlo and Timmins-Kirkland Lake gold areas.


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