By Devika Patel
Knoxville, Tenn., Feb. 8 - CMark International, Inc. will take in $975,000 from a private placement of convertible debentures, according to an 8-K filed Friday with the Securities and Exchange Commission. The deal priced Dec. 31.
The company issued a $3.5 million note to Trafalgar Capital Specialized Investment Fund, Luxembourg. The note was issued in exchange for the $975,000 CMark will receive at settlement, along with $2,525,000 of notes that were already owned by Trafalgar and were bought back, canceled and deducted from the purchase price of the new note.
The new note matures Dec. 31, 2009 and carries a 12% coupon, compounded monthly and payable in stock or cash, at Trafalgar's option. Trafalgar may convert the debenture (plus accrued interest) into common shares at $0.05 per share.
The company must make interest-only payments for the first six months. Thereafter, CMark must make minimum principal payments of $100,000 per month in months seven through nine, $150,000 per month in months ten through 12, $200,000 per month in months 13 through 24 and a balloon payment of $350,000 on the maturity date.
CMark will pay a 10% premium for redemptions.
The company agreed to pay Trafalgar a 6% commitment fee, a $15,000 structuring fee and a warrant to buy 7.5 million common shares, exercisable at $0.001 for five years.
Based in Columbia, S.C., CMark provides services and products to the construction, interior design and hospitality sectors, as well as to government institutions.
| Issuer: | CMark International, Inc.
|
| Issue: | Convertible debenture
|
| Amount: | $3.5 million
|
| Maturity: | Dec. 31, 2009
|
| Coupon: | 12%
|
| Price: | Par
|
| Yield: | 12%
|
| Conversion price: | $0.05
|
| Warrants: | For 7.5 million shares
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $0.001
|
| Investor: | Trafalgar Capital Specialized Investment Fund, Luxembourg
|
| Fees: | 6%, $15,000
|
| Pricing date: | Dec. 31
|
| Stock symbol: | Pink Sheets: CMKI
|
| Stock price: | $0.10 at close Dec. 31
|
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