Each one in plain English, with the numbers worked through for a shareholder.
25 May 2012capital raising announcement▲ GoodMajor
The private placement closed on May 24, 2012 with 3,089,360 shares issued (more than the 2,969,360 first announced), raising $19,308,500 gross and about $18.5 million net. The company must file a resale registration statement within 30 days of closing, with 1% of the purchase price per 30 days in damages if it misses registration deadlines. Separately, on May 22 holders exercised 213,996 of the $5.00 warrants (from the 2011 placements) for $1,069,980, and received new 3-year warrants over 106,997 shares at $8.00.
What it means for a shareholder
106,997 new shares at $8.00 to raise about $1.1m. That's 0.391% dilution: every existing holder's slice gets 0.391% smaller. If you held $1,000 of shares (125 at the issue price), your slice goes from 0.000458% to 0.000457% of the company. To keep it you'd need 0 more shares - about $0 at the issue price.
15 July 2011capital raising announcement● NeutralMajor
The company closed a $127.5 million issue of 12.5% Senior Secured Notes due July 1, 2016 (sold at 98.221% of par, guaranteed by its subsidiaries) and a sale of 5,650,000 shares at $5.00 for about $27.3 million net. It used the proceeds, among other things, to repay Wayzata in full on July 12, 2011, ending the credit agreements from the 2010 bankruptcy exit and cancelling Wayzata's 2,000,000-share warrant. This replaces the 11.25% Wayzata debt due 2012 with longer-dated, higher-rate notes; the new shares dilute existing holders, and two Blackstone funds get board observer rights while holding 1,000,000+ shares.
11 July 2011capital raising announcement● NeutralMajor
On July 7, 2011 the company announced the pricing of a private placement of $127.5 million of 12.5% notes due 2016. The filing only furnishes the press release and gives no further terms or use of proceeds.
2 May 2011capital raising announcement● NeutralMajor
The April 2011 private placement closed on April 29, 2011 with a final tranche of 545,313 shares and warrants for 272,657 shares. In total the company issued 2,481,316 shares and warrants for 1,240,658 shares (exercisable at $5.00 for two years) for $7,443,948, plus 84,600 shares and 42,300 warrants to the placement agent for non-U.S. investors. No cash commissions were paid; this completes the offering and dilutes existing holders.
An amendment to the April 27 filing whose only change is the number of units issued to placement agent Prosdocimi Limited, corrected from 845,990 to 33,417. The $7,443,948 offering terms are otherwise unchanged.
Between April 21 and April 27, 2011 the company agreed to sell 1,240,658 units, each of two common shares plus one warrant at $5.00 for two years, to accredited investors for $7,443,948. Existing shareholders are diluted by the new shares; the filing states Prosdocimi Limited was placement agent for non-U.S. investors, though the unit count given for it (845,990) was later corrected.
18 May 2010capital raising announcement● NeutralMajor
The plan took effect on May 14, 2010 and the company emerged from Chapter 11, resolving the bankruptcy that began March 31, 2009. The restated debt terms were signed: the Wayzata term loan fixed at $127.5 million at 11.25% and the revolver fixed at $18 million (including letters of credit), both maturing April 30, 2012. The revolver was assigned from Macquarie to Wayzata funds on February 11, 2010. Wayzata received warrants for up to 2,000,000 shares at $0.01, vesting over time, and 483,310 new shares went to creditors. Shareholders keep their holdings, but the restated certificate bars dividends or distributions until all allowed claims are paid in full.
On December 4, 2007 the company sold 100,000 restricted shares to Andy Clifford, its President, for $100,000. The money is to pay professional fees and expenses for the pending Harvest acquisitions. This adds shares and thus dilutes other holders (inference).
