By Laura Lutz
Des Moines, Oct. 4 - Buckeye Ventures, Inc. arranged a $5 million private placement of secured convertible debentures and warrants with investor Trafalgar Capital Specialized Investment Fund, according to an 8-K filing with the Securities and Exchange Commission.
The deal will settle in three tranches. Buckeye received $1.5 million from the first closing on Oct. 2. The company will get $1.75 million from each of the second and third closings.
The debentures bear interest at 10% per year and mature on June 29, 2009.
They are convertible at the lower of $0.20 and 85% of the lowest volume-weighted average price of Buckeye's shares during the 10 trading days before conversion.
The debentures will only be convertible if the closing bid price or the VWAP of Buckeye's stock is at least $0.20 on the day before conversion.
Trafalgar will receive a warrant for 1,250,000 shares, exercisable at $0.001 per share for five years.
Along with each $100,000 principal amount of debentures issued, Trafalgar will also get a five-year warrant for 50,000 shares. Each such warrant will have an exercise price equal to the lower of $0.07 and the closing bid price of Buckeye's stock on the day before the warrant is issued.
Buckeye is a residential heating, ventilation, air conditioning and plumbing company based in San Diego.
| Issuer: | Buckeye Ventures, Inc.
|
| Issue: | Secured convertible debentures
|
| Amount: | $5 million
|
| Maturity: | June 29, 2009
|
| Coupon: | 10%
|
| Price: | Par
|
| Yield: | 10%
|
| Conversion price: | Lower of $0.20 and 85% of lowest VWAP during 10 trading days before conversion
|
| Warrants: | For 3,750,000 shares
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $0.001 for 1,250,000 shares; for remainder, lower of $0.07 and closing bid price on day before warrant is issued
|
| Investor: | Trafalgar Capital Specialized Investment Fund
|
| Pricing date: | Sept. 27
|
| Settlement date: | Oct. 2 (for $1.5 million)
|
| Stock symbol: | OTCBB: BEYV
|
| Stock price: | $0.09 at close Sept. 27
|
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