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Published on 4/1/2010 in the Prospect News PIPE Daily.

United Community secures $65 million; Beadell seeks A$57 million; Colony Bankcorp wraps issue

By Stephanie N. Rotondo

Portland, Ore., April 1 - While resource companies continued to be the top PIPE issuers Thursday, other sectors - such as financials and agriculture-related businesses - were also represented.

United Community Banks Inc. said it had secured a $65 million investment from Fletcher International Inc. The company will issue convertible preferreds to the investor over an approximately two-year period in its effort to raise the funds.

Meanwhile, Beadell Resources Ltd. announced a A$57 million private placement of ordinary shares. Proceeds will be used for a planned acquisition.

In completed financings, Colony Bankcorp settled a $5 million private placement of stock, while CPI Aerostructures Inc.'s chief financial officer told Prospect News that the company had wrapped its $3.9 million registered direct offering of shares. The latter deal was oversubscribed.

AgriMarine Holdings Inc. is seeking C$3 million from a private unit sale, the company said in a press release. A company spokesperson said the funds would help the company in fulfilling its business plan.

United secures $65 million investment

United Community Banks negotiated a $65 million private placement of convertible preferred shares with Fletcher International Inc., according to a regulatory filing and subsequent press release.

Under the terms of the investment agreement, Fletcher is required to purchase 65,000 of the series C preferreds at $1,000.00 each by May 26, 2012. The shares are initially convertible into common stock at

$5.25 per share.

The preferreds will issue dividends at the lesser of 12% and Libor plus 400 basis points. Until shareholder approval is obtained, the dividends will accrue at Libor plus 800 bps.

Additionally, the Blairsville, Ga.-based company announced the sale of 25% of its non-performing assets.

"The securities facility with Fletcher provides United with access to additional capital at a cost that we believe is very attractive and, coupled with the asset sale, will allow us to be more proactive in pursuing market opportunities," stated Jimmy Tallent, president and chief executive officer, in the release.

"We believe that United currently maintains a sound capital position and as a result of this facility, we have enhanced our capital base," Tallent said.

"Community banks are the engines that power local economies, which, in turn, provide jobs, homes, and security to people around the country," added Denis J. Kiely, director of Fletcher Asset Management, Inc.

"With these concurrent investments, we hope to free capital on United's balance sheet to allow it to continue and expand its investment in its communities and fulfillment of its mission," Kiely said.

United's equity (Nasdaq: UCBI) gained 34 cents, or 7.71%, to $4.75. Market capitalization is $455 million.

Beadell seeks A$57 million

Beadell Resources, a West Perth, Australia-based gold exploration company, said it arranged an A$57 million private placement of equity.

The company will issue common shares at A$0.15 each.

"The net proceeds of the placement will be used to complete the acquisition of 100% of the issued capital of New Gold Inc.'s Brazilian subsidiary Mineração Pedra Branca do Amapari Ltda incorporating the Amapari Gold Project and the Amapá Iron Ore Royalty," the company said in a press release. "The consideration for the acquisition is $53 million, of which $38 million is attributed to Amapari and $15 million is attributed to the Iron Ore Royalty."

"We are delighted to introduce new institutional and sophisticated private investors to our share register," added Peter Bowler, managing director, in the release. "The acquisition of Amapari in Brazil is a defining moment for all Beadell Shareholders as we embark on a feasibility study which is anticipated to rapidly transform the company from gold explorer to producer.

"I look forward to being part of an experienced management team and elevating Beadell's reputation as a respected ASX listed gold producer," he continued. "I believe that the significant support that we have secured pursuant to the placement underpins the inherent value of this large, high quality gold asset in a great mining jurisdiction."

Beadell's stock (Australia: BDR) closed at A$0.20.

Colony raises $5 million

Colony Bankcorp took in $5 million from a private placement of stock, the company said in a regulatory filing.

The deal settled March 30.

The Fitzgerald, Ga.-based bank holding company sold approximately 1.22 million common shares at $4.11 per share.

Colony's equity (Nasdaq: CBAN) improved by 11½ cents, or 1.97%, to $5.955. Market capitalization is $43.4 million.

CPI deal done, oversubscribed

CPI Aeorstructures' chief financial officer told Prospect News that the company's $3.9 million registered direct offering of equity "was sold as of [Wednesday]."

"It was pretty well oversubscribed," said Vincent Palazzolo, adding that the deal's agent, Roth Capital Partners LLC, had to turn some investors away.

The company sold 500,000 common shares at $7.80 per share.

Despite the deal being so in demand, Palazzolo said the company does not currently have any plans to come back to the market in the near term.

"It would depend on the further direction of hat happens to us business-wise through the rest of the year," he explained. He noted that CPI stock has been "hot" for the last few weeks and "if the market stays hot and we need it, we might do another offering later in the year."

Proceeds from the financing will be used for working capital and general corporate purposes. Some of the funds will be used to pay down the company's revolving credit facility with Sovereign Bank.

CPI's shares (Amex: CVU) increased 7 cents, or 0.85%, to $8.03. Market capitalization is $48.57 million.

CPI Aerostructures is an Edgewood, N.Y.-based producer of structural aircraft parts principally for the United States Air Force and other branches of the United States armed forces.

AgriMarine to sell units

AgriMarine Holdings intends to raise C$3 million via a private placement of units, according to a press release.

The company will sell 15 million of the units in the non-brokered placement. Each unit will be issued at C0.20 and will consist of one common share and one half-share warrant. Whole warrants are exercisable at C$0.30 for two years.

Proceeds will be used for working capital and general corporate purposes.

"We are pleased with the news release today and there is definitely substantial interest in the company," said Alexia Helgason, media relations and corporate communications for the company, in an e-mailed statement to Prospect News.

"We have gone to the market with this private placement to raise capital for the company to further our business plan. Through our Asian subsidiary, Benxi Agrimarine, we are on target to produce our first harvest in China of steelhead trout in late June. This harvest shows proof of concept and how AgriMarine's proprietary closed containment technology allows for the control of the rearing environment, in a sustainable manner.

"We will be using some of the capital to expand our operation, construct a second tank, which will be installed and populated shortly after the spring thaw," she continued. "We will be investigating other sites for deploying our technology as well. The capital will also be used for the general administration of the company."

Helgason noted that the terms of the deal were market dictated and that the company was pleased with the "response we are receiving."

"So far, we have not received any negative reactions from investors," she said. "In fact, our investors see it as a great entry point into a company with a great deal of growth potential."

AgriMarine's stock (TSX Venture: FSH) was unchanged at C$0.24. Market capitalization is C$7.88 million.

AgriMarine Holdings is a Vancouver, B.C.-based developer of technology for the rearing of salmon and other finfish in floating solid wall closed containment systems that allows for the control of the rearing water environment.


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