By Devika Patel
Knoxville, Tenn., Oct. 20 - China Bio Energy Holding Group Co., Ltd. completed a $9 million private placement of a non-interest bearing convertible debenture on Oct. 14, according to an 8-K filed Monday with the Securities and Exchange Commission.
The investor was Vision Opportunity China Fund Ltd., according to a press release.
The debenture is convertible into 2,465,753 series B convertible preferred shares at $3.65 per share. The investor may convert after Dec. 10.
The debenture agreement includes a number of other provisions.
First, the agreement includes a "make-good" provision, which stipulates that the company achieve net income and fully diluted earnings per share in 2008 of $28 million and $0.73, respectively. Should the make-good targets not be met, the purchaser of the debenture will receive up to 2.5 million shares from the company's largest shareholder. This share transfer would have no impact on the total number of shares outstanding.
Second, the debenture agreement provides for an escrow hold back of $250,000 until the company meets the corporate governance standards set by the Nasdaq exchange, which is consistent with the company's existing goal of transitioning to the Nasdaq at the earliest date possible.
China Bio Energy is based in Xi'an, China.
| Issuer: | China Bio Energy Holding Group Co., Ltd.
|
| Issue: | Convertible debenture
|
| Amount: | $9 million
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion price: | $3.65
|
| Conversion ratio: | Into 2,465,753 series B convertible preferreds
|
| Warrants: | No
|
| Investor: | Vision Opportunity China Fund Ltd.
|
| Settlement date: | Oct. 14
|
| Stock symbol: | OTCBB: CBEH
|
| Stock price: | $4.50 at close Oct. 14
|
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