By Devika Patel
Knoxville, Tenn., April 2 - National Holdings Corp. completed a $3 million private placement of a convertible note and a warrant on March 31, according to a company news release and an 8-K filed Wednesday with the Securities and Exchange Commission.
The securities were bought by St. Cloud Capital Partners II, LP.
The unsecured note carries a 10% coupon, payable quarterly in arrears, and matures in four years.
It is initially convertible into 1.5 million common shares and may be redeemed at the company's option if certain conditions are met.
St Cloud may convert the note at any time. In addition, the company may force conversion if the market price and trading volume of the company's common stock reaches certain levels.
St Cloud also received a five-year warrant for 375,000 common shares, which is exercisable at $2.50.
New York-based National Holdings is a holding company for National Securities Corp., National Insurance Corp. and National Holdings Mortgage Corp.
| Issuer: | National Holdings Corp.
|
| Issue: | Convertible note, warrant
|
| Amount: | $3 million
|
| Maturity: | Four years
|
| Coupon: | 10%, payable quarterly in arrears
|
| Price: | Par
|
| Yield: | 10%
|
| Conversion ratio: | Into 1.5 million shares
|
| Warrants: | For 375,000 shares
|
| Warrant expiration: | Five years
|
| Warrant strike price: | $2.50
|
| Pricing date: | March 31
|
| Stock symbol: | OTCBB: NHLD
|
| Stock price: | $2.20 at close March 31
|
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