Investments to Be Made over the Next 24 Months
TULSA, Okla.--(BUSINESS WIRE)--Nov. 19, 2007--Syntroleum
Corporation (NASDAQ: SYNM) today announced that it has entered into an
agreement with an affiliate of Fletcher Asset Management which
requires Fletcher to purchase $12 million of Syntroleum common shares
over the next 24 months pursuant to its existing shelf registration
statement. The issuance of the securities is subject to certain
closing conditions.
Under the terms of the agreement, Fletcher will make an initial $3
million investment within the next six months at the market price of
Syntroleum common stock plus $0.60 per share. If that market price
equals the November 16, 2007 closing price of $1.49 per share, shares
would be sold at a premium of 40 percent.
Fletcher will make later investments of $9 million in months 7
through 24 of the agreement at the prevailing price minus $0.20 per
share. Warrants will be issued for 50 percent of the shares purchased
in the later investments, with an exercise price equal to the price of
the first later investment plus $0.40 per share.
"We are pleased to have a firm with the reputation of Fletcher
Asset Management supporting our efforts to construct our first
renewable synthetic fuels facility," said Ron Stinebaugh, Senior Vice
President of Syntroleum. "If our share price rises over the next 24
months, we will have secured the first $12 million of funding at lower
dilution levels than if we had raised an equivalent amount of capital
at our current share price."
"We are very excited about Syntroleum's Dynamic Fuels venture with
Tyson Foods to construct renewable synthetic fuels plants," said
Alphonse Fletcher, Chairman of Fletcher Asset Management. "We've
invested in Louisiana and the dynamic new field of renewable energy
for years and look forward to sharing our insights with Syntroleum as
they review alternatives to raise the balance of the capital they
require to construct Dynamic's first plant."
Wm Smith & Co., based in Denver, Colorado, acted as sole placement
agent.
This press release is neither an offer to sell, nor a solicitation
of an offer to buy, the securities described herein. The offering of
these securities will be made only by means of a prospectus and
related prospectus supplement filed with the Securities and Exchange
Commission as part of the company's registration statement. The
prospectus is and the prospectus supplement will be available at no
charge by contacting the Syntroleum's Investor Relations
representative at 972-458-8000 and on the SEC's Web site at
www.sec.gov.
About Syntroleum
Syntroleum Corporation owns the Syntroleum(R) Process for
Fischer-Tropsch (FT) conversion of synthesis gas derived from biomass,
coal, natural gas and other carbon-based feedstocks into liquid
hydrocarbons, the Synfining(R) Process for upgrading FT liquid
hydrocarbons into middle distillate products such as synthetic diesel
and jet fuels, and the Biofining(TM) technology for converting animal
fat and vegetable oil feedstocks into middle distillate products such
as renewable diesel and jet fuel. Together with Tyson Foods,
Syntroleum is focused on siting, engineering and constructing a plant
that produces clean renewable synthetic diesel and jet fuel using low
grade fats and greases as feedstock. The 50/50 venture - known as
Dynamic Fuels - was formed to construct and operate multiple renewable
synthetic fuel facilities, with production on the first site beginning
in 2010. The Company plans to use its portfolio of technologies to
develop and participate in synthetic and renewable fuel projects. For
additional information, visit the company's Web site at
www.syntroleum.com.
About Fletcher Asset Management
Founded in 1991 and registered as an investment advisor with the
US Securities and Exchange Commission since 1995, Fletcher Asset
Management pursues an investment strategy that combines traditional
investment management, corporate finance, quantitative methods and
social responsibility. Since 1991, the firm has invested roughly $1
billion in promising companies led by solid management teams with
responsible business practices. For more information, please visit
www.fletcher.com.
This document includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as
well as historical facts. These forward-looking statements may include
statements relating to the Syntroleum(R) Process, the Synfining(R)
Process, our renewable fuels Biofining(TM)technology, plans to use the
Company's various technologies, , commercialization of the Company's
technologies, the impact of various financings and future financing
plans of the Company. When used in this document, the words
"anticipate," "believe," "estimate," "expect," "intend," "may,"
"plan," "project," "should" and similar expressions are intended to be
among the statements that identify forward-looking statements.
Although we believe that the expectations reflected in these
forward-looking statements are reasonable, these kinds of statements
involve risks and uncertainties. Actual results may not be consistent
with these forward-looking statements. Syntroleum undertakes no
obligation to update or revise forward-looking statements to reflect
changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time. Important factors that could
cause actual results to differ from these forward-looking statements
include the potential that debt or equity financing for anticipated
plants or related natural gas liquids or oil and gas projects may not
be available (including without limitation as a result of failure to
consummate the financing described in this document), the schedule for
development, construction and operation of proposed plants may not be
met, anticipated appropriation and expenditure of federal monies does
not occur, commercial-scale plants do not achieve the same results as
those demonstrated on a laboratory or pilot basis or that such plants
experience technological and mechanical problems, the potential that
improvements to Syntroleum's various technologies currently under
development may not be successful, the impact on plant economics of
operating conditions (including energy prices), construction risks,
risks associated with investments and operations in foreign countries,
our dependence on strategic relationships with manufacturing and
engineering companies, volatility of energy prices, the ability to
implement corporate strategies, including the continued availability
of adequate working capital, competition, intellectual property risks,
our ability to obtain financing and other risks described in the
Company's filings with the Securities and Exchange Commission.
(R) "Syntroleum" is registered as a trademark and service mark in
the U.S. Patent and Trademark Office.
CONTACT: Syntroleum Corporation, Tulsa
Ron Stinebaugh, 918-764-3406
www.syntroleum.com
or
Halliburton Investor Relations, Dallas
Geralyn DeBusk, 972-458-8000
or
Jeff Elliott, 972-458-8000
or
Casey Stegman, 972-458-8000
www.halliburtonir.com
or
Fletcher Asset Management
Denis Kiely, 212-284-4800
www.fletcher.com
SOURCE: Syntroleum Corporation
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