S&W Seed Company Signs Definitive Agreements for $31.7M Financing to Complete Purchase of DuPont Pioneer's Alfalfa Busin

S&W Seed Company

, 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.