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Canadian Solar Secondary Pricing Pressures Stock (CSIQ)

Canadian Solar Inc. (NASDAQ: CSIQ) has priced its follow-on secondary offering of 3,500,000 common shares at $34.00 per share.

Deutsche Bank and Piper Jaffray are the joint book-runners for the Offering.  The underwriters have also been granted a 30-day option to purchase up to 525,000 common shares to cover over-allotments.

Shares are trading down 0.9% at $35.33 in pre-market trading. Its 52-week trading range is $6.50 to $51.80.

You can join our open email distribution list to hear about secondary offerings, IPO's, spin-offs, mergers, and other special situations and financings.

Jon C. Ogg
July 17, 2008

Trina Solar Files Securities Shelf (TSL)

Trina Solar Limited (NYSE: TSL) has filed a mixed securities open shelf registration to allow it to raise capital in the near future if it desires.  The company has listed that it may sell Ordinary shares, Preferred shares, Depositary shares, Debt securities, and Warrants.

The company has said that it may offer and sell the securities in any combination from time to time in one or more offerings. Also noted was that the debt securities and warrants may be convertible into or exercisable or exchangeable for ordinary shares, preferred shares, depository shares or our other securities.

While Trina Solar did not specify the amount that it will (or can) sell), its market cap was $756.9 million as of yesterday.  Shares are down over 4% at $29.05 on dilution concerns and the 52-week trading range is $25.88 to $73.06.

Jon C. Ogg
July 15, 2008

Goodrich Petroleum Taps Capital Markets (GDP)

Goodrich Petroleum Corporation (NYSE: GDP) has announced that it has commenced an underwritten public secondary offering of 3 million shares of its common stock.    J.P. Morgan Securities Inc. is acting as sole book-running manager for the common stock offering and it has an over-allotment option of some 450,000 shares.

The oil & gas company noted that it intends to use a portion of the proceeds from this offering to pay down the balance of its senior revolving credit facility.  The rest of the net funds raised are earmarked for general corporate purposes. Goodrich has also noted that such paid down funds under the senior revolving credit facility may be re-borrowed from time to time for general corporate purposes.

Based upon a 3% drop to $70.74, Goodrich Petroleum has a market cap of some $2.36 Billion.  This would raise an additional $210+ million on a gross basis if it closes today.  Its 52-week trading range is $16.63 to $86.18.

Jon C. Ogg
July 7, 2008

OneBeacon, White Mountain Files Shelf Registration (OB, WTM)

OneBeacon Insurance Group (NYSE: OB) isn't a household name.  But today it filed for a $1 Billion mixed securities shelf registration.  With a $1.67 Billion market cap, this may get attention even for a smaller insurer.

There are being registered as an indeterminate number or amount of common shares, preferred shares (for HOLDINGS TRUST unit), debt securities, warrants, purchase contracts, depositary shares and units of OneBeacon Insurance Group, Ltd.

This also say that in addition to the filing White Mountains Insurance Group, Ltd. (NYSE: WTM) or certain of its subsidiaries may sell up to 71,754,738 shares of OneBeacon Class A common shares.

Net proceeds from the sale of the securities are earmarked for general corporate purposes, which may include, without limitation, repayment of borrowings, working capital, capital expenditures, share repurchase programs and acquisitions... But it will receive no proceeds from the sale of shares by selling shareholders.

Jon C. Ogg
July 2, 2008

Sequenom Holds Up Well On Secondary Offering (SQNM)

Sequenom, Inc. (NASDAQ: SQNM) has priced its public secondary offering of 5,500,000 shares of common stock at a price of $15.50 per share, and underwriters have a 30-day option to purchase up to an additional 825,000 shares of common stock t cover over-allotments.

Lehman Brothers and UBS Investment Bank were the joint book-running managers and co-managers for were listed as Leerink Swann, Lazard Capital Markets, Oppenheimer, and Rodman & Renshaw.

All of the shares are being offered by Sequenom and the net proceeds from the offering are earmarked for the development of diagnostic tests for use on its MassARRAY system and other platforms, and for general corporate purposes.

Shares are only down about 1.5% at $15.70 in early trading.  Shares closed at $15.94 yesterday and the 52-week trading range is $4.25 to $16.89.  Its market cap before any extra shares was listed as $723 million based on yesterday's close.

Jon C. Ogg
June 26, 2008

StemCells Shelf Filing Seems Almost 'Re-IPO' (STEM)

StemCells Inc. (NASDAQ: STEM) has filed a mixed securities shelf registration that will allow the company to raise up to $100 million in securities sales via any combination of stock, debt, preferred stock, and warrants. 

Interestingly enough, its market cap is a mere $99.4 million as of today's close, so we could almost try to convince you this is a re-IPO equivalent.  Also, no underwriters were named.

Net proceeds from securities sold are earmarked for general corporate purposes such as working capital, capital expenditures, R&D, clinical trial expenditures, acquisitions of new technologies or businesses, and investments.

Shares closed down 3% at $1.23 in regular trading, and shares are down 10% at $1.10 in initial after-hours trading today. 

Jon C. Ogg
June 24, 2008

Evergreen Solar Decides To Sell $300M In Convertible Notes (ESLR)

Evergreen Solar, Inc. (NASDAQ: ESLR) came out after the close of trading today with the announcement that it filed a shelf registration statement to sell $300 million in senior convertible notes due 2013.  Lehman Brothers Inc. is acting as the sole book-running manager for the notes offering.  Evergreen Solar expects to grant a $45 million over-allotment option to the underwriters for a 30-day period.

The notes will be convertible into cash up to the principal amount and shares of Evergreen Solar’s common stock for the remainder.  The interest rate, conversion rate, conversion price, offering price and all other terms of the notes will be determined at the time of pricing of the notes.

Net proceeds from the offering will be used to complete the construction and equipping of its newly announced solar panel manufacturing facility in Devens, Massachusetts and for other construction, purchases of or prepayments for polysilicon and other raw materials, and working capital needs.

Evergreen Solar also plans to enter into a capped call transaction with an affiliate of Lehman Brothers Inc. in an effort to increase the effective conversion premium of the notes and to reduce the potential dilution upon conversion of the notes.

Shares fell over 4% to $11.57 today, but shares are down 3% in after-hours at $11.20 in addition to today's weakness.  Companies think they are doing themselves a favor in these capped call and derivative transaction agreements, but Wall Street and Main Street don't always agree as getting the full terms or the real details is not always the easiest thing to do for those who didn't participate in the offering.  To put this in comparison for a size of the company, Evergreen's market cap at the close today was $1.4 Billion.

After that huge contract announcement last week with such a huge backlog, this might have been expected.  But there are going to be some traders who chased this one up since that news release who aren't going to have many great things to say about Evergreen Solar today or tomorrow.

Jon C. Ogg
June 24, 2008

Gushan Insiders Already Cashing Out (GU)

Gushan Environmental Energy Limited (NYSE: GU) has filed to sell up to $100 million in ordinary shares, which it notes as having a HK$0.0001 par value (HONG KONG).  This notes that selling shareholders are selling ADS's, with each share representing 2 ordinary shares.

This is an unspecified number of shares but based upon a closing price of $11.78 (-6.5% today) of nearly 8.5 million shares.  Gushan will not receive any of the proceeds from this offering.

The underwriting group here is rather large for a $100 million secondary offering.  Merrill Lynch is the lead underwriter; co-managers are listed as Oppenheimer, Piper Jaffray, and as Ardour Capital Investments. 

Gushan is supposed to be the largest biodiesel producer in China as measured by annual production capacity with a target of annual production capacity to 400,000 tons by the end of 2008.

Shares are down 0.5% at $11.72 in after-hours trading and the market cap as of the close was $982 million.  Gushan has only been public since December 2007 and it traded under $10.00 at the open.  Its post-IPO trading range since the IPO has been $7.00 to $17.95.

Jon C. Ogg
June 23, 2008

Is Advanced Micro Devices Raising More Cash? (AMD)

Advanced Micro Devices, Inc. (NYSE: AMD) is far from having its woes behind it.  Shares have slid from over $7.80 just two days ago down to $7.25 shortly after the open today. 

There is speculation in the market that the Mubadala Development Company, funded by the government's sovereign wealth fund of the Emirate of Abu Dhabi, will increase its investment in Advanced Micro Devices.  Until we get any confirmation or refuting notes, we'll treat this as a rumor or hearsay for now.

The firm invested already infused AMD with a large chunk of change at the end of 2007, and this was an investment that did not go without criticism and did not go without controversy.  As of March 31, AMD had in excess of $1.75 Billion between its cash and equivalents and its total liabilities were listed as $8.57 Billion.

Many shareholders supposedly felt slighted that they were not given an opportunity to invest extra funds into the company.  If Hector Ruiz doesn't want to irritate his shareholders that have stuck by the company for much longer than Abu Dhabi's investment, perhaps he should consider an institutional rights offering to all of its larger shareholders.  It might not be a cure, but it might go without any extra controversy or criticism.

Whether or not the company even needs a portion of the amounts being tossed around is a subject that varies from source to source.  To us it seems like it isn't exactly necessary right now if the company can gets its earnings and revenues anywhere close to where Ruiz projected.....  But after all, we are talking about AMD.

Jon C. Ogg
June 19, 2008

Leap Wireless Tapping Capital Markets (LEAP)

Leap Wireless International Inc. (NASDAQ: LEAP) has a proposed $400 million offering of senior notes broken up int two groups of $200 million each this morning.  Both tranches are unregistered as 144A placements.

One tranche is a total of $200 million of unsecured senior notes due 2015 with interest at a rate to be determined at pricing and will be guaranteed on a senior unsecured basis by Leap Wireless International, Inc. and certain of its indirect subsidiaries.

The other tranche is a total of $200 million in convertible senior notes due 2014 with interest rate, conversion rate, and other terms to be determined by negotiations among Leap and the initial purchasers of the notes.

Net proceeds are earmarked for working capital and other general corporate purposes, including the build-out of new markets, the expansion of Leap’s footprint in its existing markets and the development of its broadband initiative.

You can join our open email distribution list to hear about other mergers, IPO's, secondary offerings, restructuring, and other special situations.

As of yesterday's close at $54.65, Leap has a market cap listed as $3.77 Billion before any implied dilution.

Jon C. Ogg
June 19, 2008

Answers Raises Cash (ANSW)

Answers Corporation (NASDAQ:ANSW) has entered into agreements for a private placement to raise cash up to $13 million via the sale of convertible preferred stock and warrants to Redpoint Ventures.  Thomas Weisel Partners LLC acted as lead-placement agent and Canaccord Adams acted as co-placement agent for the offering.

The transaction was listed as yesterday and consisted of $6 million of series A convertible preferred stock, convertible into 1,333,333 shares of common stock at a conversion price of $4.50 per share, with 50% warrant coverage at an exercise price of $4.95. Redpoint was also issued a second tranche warrant, exercisable over the next 12 months, to purchase up to an additional $7 million of series B convertible preferred stock, convertible into 1,272,727 shares of common stock at a conversion price of $5.50 per share, with 50% warrant coverage at an exercise price of $6.05.

Answers Corp. closed yesterday at $3.92, and its 52-week trading range is $3.30 to $13.40.  prior to this offering, its market cap was a mere $30.8 million.

Answers is the creator of the answer engine offering Answers.com(TM) and WikiAnswers.com(TM).  Redpoint is a Menlo Park, CA, based venture capital firm that specializes in early stage and growth capital investments for the Internet and technology sectors.  Redpoint's Allen Beasley will join the board of directors at Answers and the firm will get a second board seat if it exercises its second financing.

You can join our open email distribution list to hear about other mergers, IPO's, secondary offerings, private financings, activist investors, and more.

Jon C. Ogg
June 17, 2008

Boardwalk Pipeline Hit On Secondary (BWP)

Boardwalk Pipeline Partners, LP (NYSE: BWP) has priced its planned and proposed secondary offering of 10,000,000 units representing limited partner interests at a price of $25.30 per unit. 

For an offering of this size it has a huge underwriting group.  Citigroup, Lehman Brothers, Morgan Stanley and UBS were listed as the joint book-running managers for the offering. The senior co-manager is Wachovia Securities and junior co-managers are listed as Credit Suisse, Morgan Keegan, and RBC Capital Markets.

Boardwalk said it will receive net proceeds after expenses of approximately $248.5 million, including the general partner's proportionate capital contribution of $5.2 million.  Boardwalk also granted underwriters an over-allotment option to purchase up to an additional 1,500,000 common units.

The net proceeds raised from this offering will be used to fund a portion of costs of its expansion projects, either directly, or indirectly by increasing its borrowing capacity available for such projects through debt repayment under its revolving credit facility.

Shares closed down almost 6% today at $25.30, so the discounting looks like it came from today's selling pressure.  Shares fell by about 2% to $24.72 in after-hours trading.  Its 52-week trading range is $21.24 to $37.39.  Just five days ago the units for this LP were north of $28.00.

You can join our open email distribution list to hear about other secondary offerings, special financings, IPO's, restructurings, and other special situations.

Jon C. Ogg
June 10, 2008

OGE Energy Files For Debt Sale (OGE)

OGE Energy Corp. (NYSE: OGE) has filed with the SEC for its Oklahoma Gas and Electric unit to sell up to $700 million in senior notes.

The filing says the company may offer from time to time in one or more issuances one or more series of unsecured senior notes.  The aggregate initial offering price of the senior notes that are offered will not exceed $700,000,000 and these will be offered in an amount and on terms to be determined by market conditions at the time of the offering.

OGE Energy closed yesterday at $34.02 and its 52-week trading range is $29.12 to $38.30.  Its market cap is $3.13 Billion.

You can join our open email distribution list to hear about other secondary offerings, mergers, special financings, IPO's, restructurings, and other special situations.

Jon C. Ogg
June 6, 2008

BGC Partners Prices Secondary (BGCP)

BGC Partners, Inc. (NASDAQ: BGCP) priced its public secondary offering of 820 million shares at $8.00 per share. 

According to the company, 10,000,000 of these are primary shares, 3,926,178 of which are secondary shares being sold by Cantor Fitzgerald, L.P., and 6,073,822 of which are secondary shares being sold by limited partners of Cantor Fitzgerald, L.P., and founding partners of BGC Holdings, L.P.

Joint book-running managers are listed as Deutsche Bank and Cantor Fitzgerald; co-lead managers are Wachovia Securities and BMO Capital Markets; and co-managers are Keefe Bruyette & Woods and CastleOak Securities.  The underwriters were granted an option to purchase up to 3,000,000 additional shares for 30 days after offering.

Its market cap was listed as $589 million.  This is a 1% discount to yesterday's $8.08 close and down from $9.00 just 5 days ago.  Its 52-week trading range is $7.02 to $12.97.

You can join our open email distribution list to hear about other secondary offerings, mergers, special financings, IPO's, restructurings, and other special situations.

Jon C. Ogg
June 6, 2008

PrivateBancorp Juices Up Secondary Offering (PVTB)

PrivateBancorp, Inc. (NASDAQ: PVTB) has announced that it increased the size of its secondary offering to a proposed 4 million shares and it priced the secondary offering at $34.00 per share. 

As far as underwriters, Keefe Bruyette & Woods acted as sole book manager, with Robert W.
Baird as co-lead manager.  Co-managers are listed as William Blair and SunTrust Robinson Humphrey.  Underwriters have also been given a 30-day over-allotment option for up to 600,000 shares.

Shares closed at $35.21 yesterday, so this represents a discounting of about 3.5%.  Shares were at $38.00 just 5 days ago and its 52-week trading range is $25.41 to $38.74.  Its average daily volume is only about 217,000 shares.  The $136 million in gross proceeds compares to a market cap of $1.01 Billion before any extra shares or dilution.

You can join our open email distribution list to hear about other secondary offerings, mergers, special financings, IPO's, restructurings, and other special situations.

Jon C. Ogg
June 6, 2008

Nuance Raising Cash (NUAN)

Nuance Communications, Inc. (NASDAQ: NUAN) just announced that it has agreed to sell 5,575,000 shares of its common stock in an public secondary offering of its stock.  Thomas Weisel Partners is the sole underwriter in this offering and has been granted a 30-day option to purchase up to 836,250 additional shares.

The company said that it intends to use the net proceeds from this offering for general corporate purposes such as working capital and to fund possible investments in and acquisitions of businesses, partnerships, minority investments, products or technologies. The gross proceeds before any discounting, dilution, and selling fees would come to roughly $104.8 million.  Prior to any dilution, it has a $3.98 Billion market cap.  At the end of last quarter it listed about $354 million in cash and liquidity, but it also has some $897 million in direct long-term debt.

What is interesting is that we just named this as one of the "8 Companies Microsoft Should Buy" after its failed Yahoo! deal to our SPECIAL SITUATIONS newsletter and we named part of the reason being its extensive portfolio of speech to text software. 

You can join our open email distribution list to hear about other secondary offerings, mergers, special financings, IPO's, restructurings, and other special situations.

Shares closed today at $18.80, and shares fell about 4% after-hours on the news. 

Jon C. Ogg
June 4, 2008

Chimera Going For More Capital (CIM, NLY)

Chimera Investment Corporation (NYSE: CIM) has filed with the SEC to raise up to $345,000,000 in new capital via the sale of common stock.  Concurrent with this offering, the company will sell shares of common stock to Annaly Capital Management, Inc. (NYSE: NLY) in a private offering at the same price per share as the price per share of this public offering.  It does note the limitations of a 9.8% stake maximum percentage ownership under the REIT qualifications.  This was the entity that we referred to as "Annaly's vulture entity" when it was coming public.

Chimera is listing Credit Suisse and Merrill Lynch as the lead underwriters.  Others in the syndicate are listed as Deutsche Bank, JPMorgan, Citi, and UBS.

It plans to use the net proceeds of this offering to finance the acquisition of additional prime and Alt-A mortgage loans, non-Agency RMBS, Agency RMBS and ABS, CDOs, CMBS and other consumer or non-consumer ABS. It may also use the proceeds for other general corporate purposes such as repayment of outstanding indebtedness, working capital, and for liquidity needs.

As Chimera has only been public for about 6 or 7 months and as the stock has been hit hard over its assets it previously purchased, the reaction is not a solid one today.  Shares are down 5.6% at $12.20 after 30 minutes of trading, and its post-IPO trading range is $10.59 to $19.79.

You can join our open email distribution list to hear about other secondary offerings, mergers, special financings, IPO's, restructurings, and other special situations.

Jon C. Ogg
June 4, 2008

MarketAxess Scores on Cap Raise (MKTX)

MarketAxess Holdings Inc. (NASDAQ: MKTX) has raised some $35 million from Technology Crossover Ventures. The financing involves the sale of preferred stock and warrants at a conversion price of $10.00 per share, which is a 34% premium to yesterday’s closing price on a simple basis.

The company also announced that its Board of Directors has adopted a three-year stockholder rights plan designed to protect the long-term value of the Company for its stockholders during any future unsolicited acquisition attempt.

MarketAxess is not as well known as some of the other equity platforms as it is an operator of an electronic trading platform for corporate bonds and for fixed-income securities.  This financing may help the company get its name farther out there.

Shares are actually up 2% on thin volume after the news.  At the end of the March 2008 quarter, the company had some $54.299 million in cash and equivalents and also had an extra $38.77 million listed in "long-term investments."  Prior to any dilution, its market cap was listed as $255 million.

You can join our open email distribution list to hear about other special financings, mergers, IPO's, secondary offerings, restructurings, and other special situations.

Jon C. Ogg
June 3, 2008

SuccessFactors Secondary Greatly Increases Float (SFSF)

SuccessFactors, Inc. (NASDAQ: SFSF) is exiting that 180-day lock-up period, and the company is going to sell shares along with shareholders according to the SEC FILING.  The company filed to sell 7,540,612 shares of common stock, of which 2,500,000 shares will be sold by the company and the rest from shareholders.  The company's original filing to offer shares was made last week.

Underwriters for this offering are listed as Morgan Stanley, Goldman Sachs, Citigroup, Deutsche Bank, Pacific Crest, ThinkPanmure, Pacific Crest, and Broadpoint.

What is more important than anything here is that this is going to greatly increase its public float.  It priced its IPO of 10.79 million shares at $10.00.

Shares closed at $11.21 yesterday, and its post-IPO trading range is $7.49 to $15.27.

Jon C. Ogg
June 3, 2008

Senior Housing Selling Shares (SNH)

Senior Housing Properties Trust (NYSE: SNH) has just announced that it has commenced a proposed secondary public offering of 10,000,000 common shares.

the company expects to use these proceeds to repay debt and for general business purposes, which includes funding acquisitions.  It has in fact recently made an acquisition of 48 medical office, clinic and biotech laboratory buildings for $565 Million. 

Underwriters will also be granted a 30-day option to purchase up to an additional 1,500,000 shares to cover over allotments.

UBS, Merrill Lynch, and Morgan Stanley are the book-running managers; while co-lead managers are listed as Citi and RBC Capital Markets.  The co-managing underwriters for this offering are Robert W. Baird, Janney Montgomery Scott, Keefe Bruyette & Woods, Morgan Keegan, Oppenheimer, and Stifel Nicolaus.

Shares closed down at 1.3% at $21.91 on the day, and shares are indicated down over 1% in after-hours trading.

Jon C. Ogg
June 2, 2008

JetBlue Sees Pressure From Convertible Debt (JBLU)

Shares of JetBlue Airways Corporation (NASDAQ: JBLU) are seeing some extra pressure this morning after the company announced the pricing of a previously announced convertible debt offering of 5.5% convertible bonds that mature in 2038.  The size of the offering was also kicked up from $160 million to $175 million. 

There were two separate issues of $87.5 million.  One series converts to 220.6288 per $1,000.00 in principal face value for a conversion price of approximately $4.53 per share.  The second series has a convertible rate of 225.2252 shares per $1,000 principal face value for a conversion price of approximately $4.44 per share.

Morgan Stanley and Merrill Lynch & Co. were listed as the joint book-running managers for this underwriting.

Shares closed at $4.15 Thursday, and shares are trading around $3.97 right before the open on more than 1.5 million shares.

You can join our open email distribution list to hear about IPO's, secondary offerings, and other key special situations.

Jon C. Ogg
May 31, 2008

Prospect Capital, Goes Prospecting For Capital (PSEC)

Prospect Capital Corporation (NASDAQ: PSEC) has announced a public offering of 3 million shares of common stock, and Prospect will grant the underwriters a 30-day option to purchase up to an additional 450,000 shares of its common stock to cover over-allotments.

The private equity and mezzanine financing company expects to use the net proceeds from this offering to repay outstanding debt, to fund investments in portfolio companies, and for general corporate purposes.

Citi and Wachovia are the lead underwriters, and Oppenheimer, and RBC Capital Markets are listed the co-managers of this offering.

Interestingly enough, Prospect's market cap before any extra dilution or share issuance is $377 million.  If this priced at today's closing levels this would raise an additional $47+ million before fees.

This is a fairly thin volume private equity firm stock with only about 165,000 shares trading hands on most days.  Without the over-allotment, that looks close to 20-days worth of trading volume.

You can join our open email distribution list to hear about other issues in secondary offerings, IPO's, private equity, special financings.

Jon C. Ogg
May 27, 2008

Asset Acceptance Capital Shareholder Unloading Stock (AACC)

Asset Acceptance Capital Corp. (NASDAQ: AACC) made a filing with the SEC late Thursday showing that the company has filed to sell 10.932 million shares of common stock in a secondary offering.  These shares are being sold by AAC Quad-C Investors LLC, so none of the proceeds from this secondary will go to the company.  This filing will allow the holder to offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

Based on the filing, its amount was $137.4 million in sales based upon their closing data used, but based on yesterday's close of $14.18 it would be a $155 million offering.  The market cap of the whole company is only $433.4 million based on a higher close yesterday.

Asset Acceptance Capital Corp. (NASDAQ: AACC) has a 52-week trading range of $7.31 to $19.25.

Jon C. Ogg
May 23, 2008

Union Drilling To Tap Capital (UDRL)

Union Drilling, Inc. (NASDAQ: UDRL) has filed to sell up to 15,726,540 shares of common stock in a secondary offering.  The company will sell up to 5,000,000 shares and the rest will come from existing shareholders.

It does not appear to have set which firms will handle the underwriting as of yet.

The company provide contract land drilling services and equipment, primarily to natural gas producers in the United States. In addition to its drilling rigs, it provides the drilling crews and most of the ancillary equipment needed to operate drilling rigs.

Shares closed up 1.3% at $19.80 today and shares were up 0.2% on extremely thin volume in after-hours trading. Its 52-week trading range was $10.67 to $22.09.

You can join our open email distribution list to hear about other IPO's, secondaries, financings, spin-offs, and mergers.

Jon C. Ogg
May 19, 2008

Nucor Taps Capital After a Huge Run (NUE)

Nucor Corporation (NYSE: NUE) is going to pursue a public offering of 25,000,000 shares of common stock and it granted underwriters an over-allotment option of up to an additional 3,750,000 shares.  This offering is expected to close on or around May 29, 2008.

Banc of America, Citigroup, and J.P. Morgan are listed as the joint book-runners for the offering.

Based on today's closing price, the gross proceeds before fees would be about $2.03 Billion, and the company's market cap is listed as nearly $23.5 Billion.  Net proceeds from the offering are listed as being for general corporate purposes, including acquisitions, capital expenditures, working capital needs and repayment of debt. 

In addition to this, Nucor intends to raise up to $1 billion in the debt capital markets in the near term, subject to market conditions.

Nucor shares closed down 0.9% in regular trading at $81.32, and shares are down about another 1.7% at $79.92 after-hours.  Its 52-week trading range is $41.62 to $82.40, so the company is capturing what it can at what it has seen as top dollar.  In 2004, this stock traded under $20.00 and traded under $10.00 in 2003.

You can join our open email distribution list to hear about other IPO's, secondaries, financings, spin-offs, and mergers.

Jon C. Ogg
May 19, 2008

Jon Ogg produces and edits the "10 Stocks Under $10" newsletter and he does not own securities in the companies he covers.

ZAP Additional Funds Raised... From the U.A.E. (ZAAP)

There is some interesting financing news this morning, even if the financing is not one of massive proportions in private equity, venture capital, or in sovereign-type investments.

An OTC-BB listed stock called ZAP (OTCBB: ZAAP), a US-based electric car pure play, saw the completion of a financing pact this morning from Dubai-based The Al Yousuf Group.

The total financing was a convertible debt placement in the amount of $475,000.00, but this is after the Al Yousuf Group purchased $5 million in ZAP shares back in November.

The Al Yousuf Group is a manufacturing and distribution company in the U.A.E.  This isn't the first "green investment" from the Arab world nor is this the first investment out of the U.A.E. for alternative energy plays.  But take this a step further.  Imagine if Zap! went out and allowed The Al Yousuf Group to either manufacture or at least coordinate some of the manufacturing of electric vehicles in the U.A.E. at some point down the road.

When Arab countries that produce oil invest in technologies that ultimately compete against oil, you know they are looking to get in on the next energy technology.

ZAP shares are up 3.6% at $0.86 in early trading today; its 52-week trading range is $0.40 to $1.16,

You can join our open email distribution list to hear about other IPO's, secondaries, financings, spin-offs, and mergers.

Jon C. Ogg
May 19, 2008

Jon Ogg produces and edits the "10 Stocks Under $10" newsletter and he does not own securities in the companies he covers.

Ascent Solar Bogged Down By Spot Offering (ASTI)

Ascent Solar Technologies, Inc. (NASDAQ: ASTI) is seeing shares under pressure because of its secondary offering.  The company priced a secondary offering of 3,800,000 shares of common stock for $14.00 per share.  After the drop and before the added share inclusion, Ascent's market cap was $210 million.

J.P. Morgan was the managing lead underwriter; co-managers were listed as Cowen & Co., Jefferies, and Merriman Curhan Ford.

Ascent plans to use the net proceeds from the offering for the design, purchase, installation, qualification and testing of production tools for approximately 30 MW capacity for the production of thin-film PV modules, and for general corporate purposes.

Unfortunately, the company's close was $15.89 yesterday, so it took a huge haircut for this share sale. Its 52-week trading range is $6.50 to $28.35. Shares are down 6% at $14.94, and with such a deep discount it is surprising that shares are not down even more.

You can join our open email distribution list to hear about other IPO's, secondary offerings, special financings, mergers, spin-offs, and other special situations.

Jon C. Ogg
May 16, 2008

Jon Ogg produces and edits the "10 Stocks Under $10" newsletter and he does not own securities in the companies he covers.

ShengdaTech Raising Cash (SDTH)

ShengdaTech Inc. (NASDAQ: SDTH) announced that it will plans to offer an aggregate of $100 million of senior convertible notes due 2018, in an offering to qualified institutional buyers under a 144A placement.  Neither the notes nor the underlying shares will be registered in this offering.

The notes will bear interest and be convertible into shares of ShengdaTech's common stock at terms and a conversion price to be determined at the time of pricing of the offering.

Shengda is a manufacturer of nano precipitated calcium carbonate (NPCC) in the People's Republic of China and a manufacturer of coal-based chemical products in Tai'an City, Shandong Province. Its NPCC products are used in paper, paints, rubber, plastic, tire, and polyvinyl chloride building materials industries.

The company expects to use approximately $56 million of the net proceeds from the offering of the notes to expand its NPCC production capacity; and it plans to use the remaining proceeds for potential coal-based chemical acquisitions, strategic investments and to fund working capital requirements.

As far as what the $100 million means to the company, its market cap at todays close of $9.31 was $504 million.  Its 52-week trading range is $3.95 to $15.57.

You can join our open email distribution list to hear about other secondary offerings, IPO's, secondary offerings, special financings, mergers, spin-offs, and other special situations.

Jon C. Ogg
May 14, 2008

Uranium Resources Raising Cash For More Deals (URRE, BHP)

Uranium Resources, Inc. (NASDAQ: URRE) announced this morning that it entered into a private placement based on the closing prices yesterday after the close.  While it does not imply that BHP Billiton Ltd. (NYSE: BHP) is part of this, there is a tie in at the end about an existing acquisition that the company is involved in.

The company is raising north of $14.3 million in gross proceeds before placement fees.  The sale of 3,295,599 shares was placed at $4.34 per share.  That represents a 10% discount to the closing price.  The company also gave up warrants to purchase 988,680 shares of common stock at $5.78 per share, which represents a 20% premium to yesterday's closing price.

The warrants expire 60 months after issuance.  There are also some ratchet warrants tied that have a 12-month expiration from issuance.  These are immediately exercisable if the company sells additional shares at an implied rate of under $4.34 and there are additional terms and conditions to these.

The use of proceeds will be used for the acquisition, permitting, exploration and development of additional uranium properties located in Texas in an effort to extend annual production in 2010 and 2011 at the current rates and for general corporate purposes.

The company is in conversation with its advisers and BHP Billiton Ltd. (NYSE: BHP) to discuss the financing of the acquisition of Rio Algom Mining LLC, which these funds raised here will not be used for.

You can join our open email distribution list to hear about other secondary offerings, IPO's, secondary offerings, special financings, mergers, spin-offs, and other special situations.

Shares of Uranium Resources are down 9% at $4.38 in early trading.  Prior to any implied dilution from this deal, the company has a market cap listed as roughly $229 million.

Jon C. Ogg
May 14, 2008

Jon Ogg produces and edits the "10 Stocks Under $10" newsletter and he does not own securities in the companies he covers.

Chindex Hit On Filing (CHDX)

Chindex International Inc. (NASDAQ: CHDX) is seeing shares under pressure this morning after it filed last night for a secondary offering of up to $100 million.  The filing is for the company to sell shares of common stock, warrants, and rights.  Some will come from the company and some may be sold by shareholders.

No underwriters have yet been named according to the preliminary prospectus.  Chindex is US-based, but primarily operates in China and Hong Kong.

The company put the use of funds that will receive for general corporate purposes, including expansion of our Healthcare Services and Medical Products divisions.  The company will not receive any proceeds from shares being sold by existing shareholders.

You can join our open email distribution list to hear about other break-ups, IPO's, secondary offerings, special financings, mergers, spin-offs, and other special situations.

Shares are down over 4% in early trading at $20.96 and its 52-week trading range is $10.17 to $29.20.  The current market cap is about $261 million.

Jon C. Ogg
May 14, 2008

Annaly Taps Capital (NLY)

Annaly Capital Management, Inc. (NYSE: NLY) has priced its public secondary stock offering of 60 million shares of common stock at $16.15 per share.  The gross proceeds are about $969.0 million before fees, and approximately $927.6 million on a net basis.  Annaly has granted the underwriters a 30-day over-allotment option to purchase up to an additional 9 million shares.

All of the shares are being offered by Annaly, and the company intends to use to purchase mortgage-backed securities and some for for general corporate purposes.

Morgan Stanley and Merrill Lynch are the joint book-running managers, while Credit Suisse and Deutsche Bank Securities are senior co-managers; and Citi, UBS, and JPMorgan are co-managers.

Annaly closed at $16.38 yesterday, down from $16.82 on Monday.  Based on that price, its market cap was $7.67 Billion to give a reference for the size of this sale.  Shares are down 1.2% at $16.18 in pre-market trading indications with about 1 hour and 45 minutes to the open.

You can join our open email distribution list to hear about other IPO's, secondary offerings, special financings, mergers, spin-offs, and other special situations.

Jon C. Ogg
May 14, 2008

Continental Unloading Copa Shares (CPA, CAL)

Copa Holdings, S.A. (NYSE: CPA) announced today that it has filed a registration statement for a proposed offering of 3,977,300 Class A non-voting shares of Copa Holdings by selling shareholder Continental Airlines, Inc. (NYSE: CAL).

Morgan Stanley will be the sole book-running manager, while UBS Investment Bank will be the joint lead manager of this offering.  The underwriters also have an over-allotment option to purchase up to an additional 397,700 shares from Continental Airlines.

Continental will hold about 1.3% of the outstanding Class A shares if the underwriters do not exercise the over-allotment option; and it will not own any more Class A shares if the underwriters exercise the full over-allotment option. 

Copa Holdings will not receive any proceeds from the offering.

You can join our open email distribution list to hear about other IPO's, secondary offerings, special financings, mergers, spin-offs, and other special situations.

Jon C. Ogg
May 12, 2008

Hughes Raises Satellite Spending Cash (HUGH)

Hughes Communications, Inc. (NASDAQ: HUGH) is under a little pressure after the company announced plans to offer a shelf registration for up to 2 million shares of common stock.

The broadband satellite network solutions and services global leader intends to offer 2 million common shares and an additional 239,000 shares will be offered by selling stockholders, including senior management members.

Joint book-runners will be Goldman Sachs and Lehman Brothers; and co-managers are Banc of America, Cowen & Co., Morgan Stanley, UBS, and Wachovia Securities.  The underwriting syndicate will also be granted an option to purchase an additional 335,940 shares of common stock for over-allotments.

The proceeds from the public offering valued at approximately $100 million from the company itself will be used for the purchase of a satellite or for general corporate purposes.  Hughes will not receive any proceeds from selling stockholders.

Shares of Hughes are down over 3% at $50.00 in early morning trading. The 52-week range is $42.00 to $61.00. The market cap currently sits around $965 million.

You can join our open email distribution list to hear about other secondary offerings, special financings, mergers, IPO's, spin-offs, and other special situations.

Rachel Lopez
May 13, 2008

Apollo Sells Stock, Pays Down Debt (AINV)

Apollo Investment Corporation (NASDAQ: AINV) has priced its proposed secondary stock offering this morning.  The company sold 22,327,500 shares at an offering price of $17.11 per share, in an approximate $382 million of gross proceeds.  As far as how this compares to the overall size of the company, Apollo's market cap is roughly $2 Billion.

Leon Black, Chairman & CEO of "AGM" and Joshua Harris, President of "AGM" have each subscribed for $10 million and $2.5 million, respectively, at the offering price of $17.11 per share. 

Net proceeds of the offering to repay debt owed under its senior credit facility, to make investments in portfolio companies, and for general corporate purposes. 

J.P. Morgan was the sole book-runners, and co-managers were listed as Keefe Bruyette & Woods, SunTrust Robinson Humphrey, and BB&T Capital Markets.

Shares are down almost 1% at $17.12; the 52-week trading range is $12.49 to $24.17.

You can join our open email distribution list to hear about other secondary offerings, special financings, mergers, IPO's, spin-offs, and other special situations.

Jon C. Ogg
May 13, 2008

Petro-Canada, New Debt For Old Debt (PCZ)

Petro-Canada (NYSE: PCZ) is selling a total $1.5 Billion in debt to a syndicate of underwriters in the United States.  Of the full offering, some $600 million in debt of 6.05% 10-year Notes due May 15, 2018 and $900 million US of 6.80% 30-year Notes due May 15, 2038.

The net proceeds of this debt offering will be used to repay short-term notes payable and existing outstanding debt under its credit facilities.  The balance will be used for additional working capital. Citigroup, Deutsche Bank, and HSBC are acting as joint book running managers for the offering, which should close on May 15, 2008.

The offering is being made in the U.S. under the company's existing base shelf prospectus, which was dated March 31, 2008 and allowed for the issuance of up to $4 billion(U.S.) in debt securities.

The company also said it believes the debt securities are expected to be assigned a rating of BBB (stable) by Standard & Poor's Ratings Services and Baa2 (stable) by Moody's Investors Service. 

As noted, new debt for old debt.... same ratings... no real change in either direction.

You can join our open email distribution list to hear about other special financings, mergers, IPO's, spin-offs, secondary offerings, and other special situations.

Jon C. Ogg
May 12, 2008

Oilsands Quest Wins On Private Placement (BQI)

Oilsands Quest Inc. (AMEX: BQI) is seeing a positive reaction to news that the company entered into an agreement with Sprott Asset Management Co. for a private placement of 11,904,761 treasury shares of common stock at $4.20 per share.

Gross proceeds for the placement total $50 million. A separate placement to other accredited investors totals $4.5 million. The total shares issued will reach 12,976,761 for total proceeds of $54.5 million. Proceeds will be used for general corporate and operation purposes.

Shares had been halted pending news, but have now been released.  Oilsands Quest shares are up almost 4% in mid-day trading at $4.25. The market cap currently sits at about $906 million.

You can also sign up to our open email distribution list to see about other secondary offerings, IPO's, break-ups, spin-offs, and more.

Rachel Lopez
May 12, 2008

Cell Genesys Scores $30 Million Premium Financing (CEGE)

Cell Genesys, Inc. (NASDAQ: CEGE) plans to offer 7.1 million shares of common stock and warrants at an equivalent of $4.22 per share with a single institutional investor, for an equity offering valued at approximately $30 million.

The warrants will have a strike price of $10.00 and can purchase 8.5 million shares. The proceeds from the offering will be used to finance developmental products such as its GVAX treatment for prostate cancer, as well as for general corporate purposes.

The offering is expected to close Wednesday. Credit Suisse Securities LLC is the lead placement agent for the offering.

The cancer focused biotech company is trading down over 3% in early morning trading at $3.77. The market cap sits at approximately $300 million and the 52-week range spans $1.78 to $4.71.

You can also sign up to our open email distribution list to see about other secondary offerings, IPO's, break-ups, spin-offs, and more.

Rachel Lopez
May 12, 2008

NextWave Secondary Could Cap Recent Gains (WAVE)

NextWave Wireless (NASDAQ: WAVE) amended a shelf offering late on Friday by selling stockholders of 9,101,718 shares of common stock to be periodically sold in one or more offerings. This stock has seen a huge run recently, and many investors get cautious on insiders selling shares after a huge move.

The filing was originally filed March 21, 2008 and at the time, about 92.7 million shares were outstanding before the offering. Since, about 10 million additional shares have been issued, changing the common stock to be outstanding following the offering to about 101.8 million shares and prompting the amendment.

The shares being sold by the selling stockholders were originally purchased in May 2007 for the acquisition of IPWireless. The mobile broadband and multimedia technology company will not receive proceeds from the offering. Very few of the selling stockholders will hold ownership of the company of greater than 1% following the offering.

We recently noted the company's announcement that it was exploring the sale of its spectrum to focus on being a WiMAX and wireless technology company.  This also was recently featured in our "10 Stocks Under $10" newsletter.

Shares of NextWave are down 2% in early morning trading to $6.75. The 52-week range is $3.35 to $10.44.  While this would represent over 15-days volume if the shares all come out at once, the market seems willing to absorb at least a large portion of those shares.

You can also sign up for our open email distribution list to see about other secondary offerings, IPO's, break-ups, spin-offs, and more.

Rachel Lopez
May 12, 2008

JA Solar Earnings Overshadowed By $300M Offering (JASO)

JA Solar Holdings Co. Ltd. (NASDAQ: JASO) came out with earnings this morning of $0.14 EPS vs. First Call estimates of $0.11 on a 234% rise in revenues to $160 million vs. estimates of $147.6 million.  The company is also reaffirming an equivalent revenue base of $1.03 to $1.14 Billion, which had previously been estimated at $990 million to $1.10 Billion.  First Call had estimates at $989.2 million. 

JA Solar also reaffirmed its Fiscal-2008 total production output of 340 MW minimum, and it sees a total annual production capacity at a minimum of 500 MW by the end 2008.

What is keeping a lid on the stock here is that the company is making offerings of $300 million in senior convertible notes due in 2013 and a borrowing and lending ADS agreements being borrowed by underwriters.  It is also entering into an ADS lending agreement, and an entry into capped call transactions.

In connection with hedging the capped call transactions, JA Solar expects to enter into various over the counter cash settled derivative transactions related to the ADS's after the pricing of the notes and to purchase ADS's in secondary market transactions shortly after the pricing of the notes.

Here is this week's full solar player earnings preview roster (JSAO, CSIQ, LDK, YGE).

Jon C. Ogg
May 12, 2008

Regenerx Looks To Boost Liquidity Via Offering (RGN)

REGENERX BIOPHARMACEUTICALS, INC. (AMEX: RGN) filed for a secondary offering late yesterday to sell some $60 million in a secondary offering of stock and warrants.

Its fully diluted market cap on last look was $92.8 million.  As of April 30, 2008, the aggregate market value of its outstanding common stock held by non-affiliates was approximately $48,048,508, based on 51,553,527 shares of outstanding common stock.  Approximately 27,456,290 shares are held by non-affiliates, and a price of $1.75 based on the closing sale price of the common stock on April 30, 2008.

This biotech is focused on the discovery and development of novel molecules to promote tissue and organ repair.  The company intends to use the net proceeds from the sale of securities to further develop its clinical trials and for general corporate purposes.

You can join our open email distribution list to hear about other secondaries, IPO's, spin-offs, and other special situation previews.

Jon C. Ogg
May 7, 2008

Secondary Offering Weighs on Itron (ITRI)

Itron Inc. (NASDAQ:ITRI) announced after yesterday's close that it will sell 3.4 million shares of common stock in an at the market public secondary offering.

Yesterday's closing price was $94.47 per share, so gross proceeds will be in the vicinity of $321 million.  Itron said it plans to use $250 million of the proceeds to repay a portion of  outstanding non-convertible debt and the rest will be used for general corporate purposes.

While this will effectively be a spot secondary in result, this is under an existing shelf filing.  The funds are expected to close on or about May 12, 2008, so shares should be sold today.  Itron produces meters that read electricity, gas, water, and heat usage for utilities; and various other associated metering products for residential, commercial and industrial, and transmission and distribution customers.

Goldman, Sachs & Co. is the sole underwriter in this offering.

Itron's market cap was $2.9 Billion as of yesterday and as of December 31, 2008, the company had $1.578 Billion in long-term debt and total liabilities were carried as $2.29 Billion.

You can join our open email distribution list to hear about other secondaries, IPO's, spin-offs, and other special situation previews.

So far, shares are down a little more than 2% in pre-market trading at $92.47.

Jon C. Ogg
May 7, 2008

WuXi PharaTech, Worth More on Secondary Cancellation (WX)

WuXi PharmaTech (Cayman) Inc. (NYSE: WX) announced today that it has decided to postpone its follow-on offering of American Depository Shares "due to current market conditions and share price."

Credit Suisse Securities and JP Morgan Securities were lead underwriters and joint book-runners for the offering that was originally filed April 4. Some of the shares that were being sold were for existing shareholders and some share sale proceeds were to be used for existing factory expansions and for general corporate purposes.

The Chinese and U.S.-based pharmaceutical, biotechnology, and medical device "outsourcing" company is trading up 2% at $19.10 in early morning trading and when the offering was first announced, WuXi was trading at about $23.50. WuXi has a 52-week range of $17.43 to $45.65.

You can join our open email distribution list to keep up with other developments in secondary offerings, IPO's, mergers, spin-offs, and other specialty financings.

Rachel Lopez
May 6, 2008

Generex Biotech Holders File To Unload (GNBT)

Generex Biotechnology Company (NASDAQ: GNBT), a drug delivery system and technology developer, has filed an offering by selling stockholders of up to 74,475,861 shares of common stock. The proposed maximum aggregate offering price is $78,199,653, but this number is for filing purposes.

The offering consists of up to 22,527,275 shares of common stock issuable upon conversions of a $20,650,000 principal amount of 8% Secured Convertible Notes due September 2009, and up to 51,198,347 shares of common stock issuable upon the exercise of warrants.  

The company itself will not receive any proceeds from the offering.

Generex is up almost 1% to $1.07 in early morning trading. The market cap sits at $119.3 million and the 52-week range is $0.81 to $2.14.

You can join our open email distribution list to hear about previews for other mergers, spin-offs, break-ups, IPO's, special financings, and other special situations.

Rachel Lopez
May 1, 2008

 

Sun Healthcare Well-Served On Secondary Filing (SUNH)

Sun Healthcare Group (NASDAQ: SUNH) has filed for a mixed shelf offering of $200 million this morning. They may periodically offer a combination of common stock, preferred stock, debt securities, and warrants. The prospectus indicates the rehabilitation center and hospice operator does not have current plans to sell any of these securities. The proceeds will be used for general corporate purposes including working capital, capital expenditures, and business acquisitions.

Yesterday, Sun Healthcare released strong first quarter earnings, showing a 74% increase in revenue to $458.2 million from $262.6 million first quarter last year. Net income was $8.6 million compared to $3.9 million last year.  

Sun Healthcare is up $0.06 to $13.21 in early morning trading. The 52-week range is $11.72 to $18.78. The market cap currently sits at $566.7 million.

You can join our open email distribution list to hear about previews for other secondary offerings, mergers, spin-offs, break-ups, IPO's, special financings, and other special situations.

Rachel Lopez
May 1, 2008

Rights Offering Pounds Guaranty Financial Group (GFG)

Guaranty Financial Group (NYSE: GFG) announced an offering of subscription rights to its shareholders. The terms have not yet been set for the non-transferable subscription rights although the subscription price will likely be at a discount to the current share price. Shareholders that fully exercise their rights while will be given an over-subscription privilege.

They have entered into standby purchase agreements with various institutional investors and the number offered to them is based on the number of shares subscribed by their shareholders in the rights offering. The directors have indicated their intentions to fully exercise subscription rights.

The deal manager for the offering is Keefe, Bruyette, & Woods. Proceeds from the offering for the Texas and California based bank and insurance company will be used for general corporate purposes, including investments in subsidiaries. 

Since the company went public December 13, 2007 at $17.50 per share, they have steadily declined in share price to