PIPES, Mergers,

July 30 2009
Chinese Glass Maker Merges with Mining Shell

A Chinese company that makes glass products went public in the U.S. on July 22 through a reverse merger with the shell company Hammer Handle Enterprises.

Hammer Handle gave 45.3 million shares, or a almost a 91% stake, to Boom Spring International Limited, a British Virgin Island company that owns a Chinese maker of glass gifts, home decorations and crafts. Hammer Handle received all the shares of Boom Spring in return.

Boom Spring paid $220,000 for 12 million of the shares, which came from the shell’s sole officer and director, David Price.

Boom Spring’s operating subsidiary netted $2.5 million in income last year. During the first quarter, it had a net income of $361,143, according to a merger filing.

Hammer Handle Enterprises, an exploration-stage mineral company, was registered with the Securities and Exchange Commission in February 2008. It sold off its claim for $2,000, according to a September 2008 filing.

Bulletin Board-listed shares in Hammer Handle haven’t traded.
Filing: 8-K

Warburg Pincus agreed to invest $115 million in New England-based Webster Financial Corp. through common stock and preferred convertible PIPEs.

The terms are Warbug shall acquire  11.5 million shares  about 4.5 million junior non-voting preferred shares and 7 million common shares  at $10 each, a 12.1% premium to Webster’s 10-day average closing price at the time.

Warburg will receive 8.6 m  7 yr A warrants, exercisable at $10, then $11.50 in 2years, and $13 after four years. David Coulter, a Warburg managing director, will join Webster’s board.

Additionally, the firm could get 5.5 million seven-year Class B warrants, convertible at $2.50 each if shareholder approval is not received by Feb. 28 of next year.

Warburg Pincus will own 15.2% of Webster’s common stock outstanding following all required approvals.

JP Morgan served as financial adviser and Sullivan & Cromwell was legal counsel to Warburg Pincus.

For Webster, Deutsche Bank Securities served as financial adviser and Wachtell, Lipton, Rosen & Katz acted as legal counsel.

Webster’s shares shot up 12.3% to close at $10.81 following the announcement yesterday.