Five Points, California, USA
December 31, 2014
S&W Seed Company (Nasdaq: SANW), announced today that it has entered into definitive agreements with institutional and accredited investors for a private placement of convertible debt with warrants and a private placement of common stock to raise a total of $31.7 million to complete the purchase of DuPont Pioneer's alfalfa research and production business. The private placements and the acquisition are expected to close simultaneously on December 31, 2014.
In the private placement of convertible debt with warrants, the Company will issue $27.0 million of secured convertible debentures. The debentures are convertible at a conversion price of $5.00 per share, bear interest at 8% per annum, and mature in 36 months from closing. The debenture holders will also receive warrants to purchase 2,700,000 shares of common stock at an exercise price of $5.00. The warrants will expire in 5.5 years.
In the private placement of common stock, the Company will issue to one institutional investor, MFP Partners, LP, 1,294,000 shares of its common stock at a purchase price of $3.60 per share for gross proceeds of approximately $4.7 million. No warrants will be issued in connection with the common stock placement.
As previously announced, S&W intends to use the net proceeds of the private placements to complete the acquisition of DuPont Pioneer's alfalfa production and research facility assets, as well as conventional (non-GMO) alfalfa germplasm. With the acquisition, S&W Seed Company will be the global leader in alfalfa seed, with unrivaled research and development, production and distribution capabilities.
Craig-Hallum Capital Group served as the lead placement agent and Roth Capital Partners served as co-placement agent for the debenture offering. Piper Jaffray & Co. acted as a financial advisor.
The securities offered in this financing transaction have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As soon as practicable after the closing date of the debenture offering, but in no event later than 90 days from the closing date, the Company shall seek stockholder approval for the issuance of the securities in the private placements in accordance with the requirements of The NASDAQ Stock Market. If the Company fails to obtain such stockholder approval on its initial attempt, it will seek stockholder approval each calendar quarter thereafter until such stockholder approval is obtained.
This press release includes a summary of the general terms of the concurrent debenture and common stock financings. A more complete description of the terms of the financings will be included in a Report on Form 8-K to filed by S&W Seed Company with the SEC.
This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
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