We have seen that Blackrock will buy about $1 billion of the shares itself as part of a share repurchase plan.  Still, that leaves about $5 billion that the market will have to absorb and this comes at a time when it is an understatement to say that Main Street is not exactly hot on Wall Street investment banking and money management firms.

Barclays is unloading these shares before new Basel rules apply which would have forced the company to count the share stake as capital. The offering is being conducted by Barclays itself along with the firms of Morgan Stanley and BofA Merrill Lynch.  Barclays owns 32,178,505 shares of the series B convertible preferred stock and 3,031,651 common shares per the filing, and this comes to roughly a 19.6% economic interest in Blackrock.  The applicable percentage of ownership for the selling stockholder is based on 139,564,123 shares of common stock outstanding as of March 31, 2012.

Blackrock also has a filing for a note offering which will ultimately be led by Citigroup, J.P. Morgan, and by Wells Fargo Securities.  Blackrock shares were at $180 as recently as May 11 and the shares closed at $171.91 just this last Friday.  Shares closed at $167.73 on Monday and now shares are down another 1.2% to $165.86 in mid-day trading in New York.

Blackrock’s big issue here is that it rarely trades 1 million shares in a day, with only 8 trading days of 1 million or more shares in just the last three months and just ten trading sessions with 1 million shares or more in the prior three-month period.

Blackrock has traded in a range of $137.00 to $209.37 over the last 52-weeks.  The market value today is $29.8 billion, so this is going to be a large offering to absorb.

Dow Jones has listed that the secondary offering is set to price on Wednesday evening for Thursday trading.

JON C. OGG

Shares hit a high of $7.84 as the top-tick on Wednesday and that was against a close of $1.62 the day before.  You have to keep in mind that things were so bad at Rosetta that the company completed a 1 for 15 reverse stock split to close at $2.10 on a split adjusted basis but shares had nominally been at $0.14 before that.  So raising $2.2 million does not sound out of line on the surface, but the offering was a direct share offering of 632,057 ordinary shares at a price of $3.50 per share.  That is a 30% discount, but it was after a gain of more than 200%.

Aegis Capital Corp. acted as the exclusive placement agent for the offering. Rosetta’s use of proceeds is primarily to fund its operations and for other general corporate purposes.  These uses include debt repayment or refinancing, working capital, intellectual property protection and enforcement, capital spending, investments, acquisitions or collaborations, research and development and product development.

Shares are indicated down close to 20% at $4.05 in active trading on what is usually a thin volume stock.  No good deed goes unpunished.

JON C. OGG

GSV said that this will raise $97.5 million in gross proceeds. As for the use of proceeds this was said to be ” to invest in portfolio companies in accordance with its investment objective and strategies, and for working capital and general corporate purposes.”

Citigroup was acting as the sole book-running manager for the share offering; and co-managers are listed as Ladenburg Thalmann, Lazard Capital Markets, National Securities, Aegis Capital, Maxim Group, and CICC HK Securities.  These underwriters have been granted a 30-day option to purchase up to an additional 900,000 shares of common stock to cover overallotments.

GSV has sold shares before.  It sold 6.9 million shares in early 2012 and it sold 1.9 million shares last September.  Raising capital to buy more shares is probably an acceptable move for a business development company, but the company might want to consider that it is going to get a reputation for selling more stock each time its shares rise.  That would not be very popular for the investing community because they can wake up and find their shares down 5% to 10% overnight.

As a reminder, GSV is a company which owns shares of Facebook, Twitter, and other companies which are soon to come public.  This was even listed as one of the ways to play the Facebook IPO.  Shares are down 8.2% at $16.73 after closing at $18.23 on Thursday.  The 52-week trading range is $9.75 to $20.89.

JON C. OGG

The company’s Lions Gate Entertainment Inc. issued the 4% notes in a private placement in January 2012 and Lions Gate Entertainment Corp. issued 5,837,781 common shares in connection with the acquisition of Summit Entertainment, LLC in January 2012.  Summit is the group which was tied to the Twilight saga.

The notes are convertible into common shares of Lions Gate at the option of the holder any time before maturity and the conversion price was approximately $10.50 per common share subject to adjustment in certain circumstances.

The company noted, “We will not receive any proceeds from the sale by the selling securityholders of the notes, the common shares issuable upon conversion of the notes, or the Summit Shares.”

Lions Gate shares are up 3.2% at $12.22 and while today’s filing could increase the float this is one of those instances which should have been fairly easy to assume was coming.  It is also worth considering that just because the shares can be sold that they might not be sold, and those notes may not all be converted into stock even though the profit is there.  After all, this stock was under $10.00 in January and it has rallied as high as over $15 going into the launch of The Hunger Games.

JON C. OGG

Today the company priced a secondary offering of 8 million units at $55.28/common unit, a discount of about 3.5% to last night’s closing price of $57.29/common unit. The offering’s underwriters have an over-allotment option for 1.2 million additional shares. Morgan Stanley, BofA Merrill Lynch, Barclays, Citigroup, UBS Investment Bank and Wells Fargo Securities are acting as joint book-running managers for the offering.

On Monday the company announced that it would acquire Keystone Midstream Services LLC for $512 million. Keystone’s operations in the Marcellus shale play are owned by a consortium including Rex Energy Corp. (NASDAQ: REXX). MarkWest also announced last week it had signed a new gas processing deal with Chesapeake Energy Corp. (NYSE: CHK) that would involve expanding MarkWest’s capacity in the Marcellus shale play by about 60%.

While today’s secondary offering price is battering the company’s common unit price, it’s worth remembering that both the dilution and the lower price have no impact on the limited partnership’s ability to pay its quarterly distributions. The company’s long-term contracts are based on fixed prices that virtually guarantee that distributions will be paid. On Monday, MarkWest paid $0.79/common unit in distributions, and even with the increased demand for capital, the company expects distributable cash flow to range from $440-$500 million for the fiscal year. Distributable cash flow in the first quarter totaled $81.1 million, yielding a jump in distributions of nearly 18%.

MarkWest’s common units are taking a beating today though, down -4.3% at $54.82 in a 52-week range of $39.00-$61.60.

Paul Ausick

The company has priced a public offering of $750.0 million of its 5.00% convertible senior notes due out in 2015. The gross proceeds to Annaly from this offering will be $750.0 million. Annaly expects to use the $750 million in gross proceeds to purchase mortgage-backed securities for its investment portfolio and for general corporate purposes.  This may also be used to retire other parts of the REIT’s long-term debt, and additional investments and to repay short term debt.

Terms of the 5.00% notes are maturity on May 15, 2015 unless earlier repurchased or converted. The notes will be convertible into Annaly common stock at an initial conversion rate of 52.7969 shares per $1,000 principal amount of notes.  The initial conversion price is equivalently $18.94 per share but that is subject to adjustment in certain circumstances.

Credit Suisse Securities and Morgan Stanley & Co. were the joint lead book-running managers for the offering. J.P. Morgan Securities and UBS Securities are acting as the joint book-running managers for the offering. Annaly has granted the underwriters of the notes a 30-day option to purchase up to an additional $112.5 million aggregate principal amount of the notes solely to cover over-allotments.

Today’s financing is important because that $18.94 conversion price is a 15% premium to the $16.47 close on Tuesday.  It also compares to a 52-week range of $14.05 to $18.79.  Keep in mind that this REIT is one of the double-digit yields out there in Mortgage-REITs.

Annaly accounts for close to 20% weighting in the iShares FTSE NAREIT Mortgage Plus Cp Index (AMEX: REM) and that ETF is weighted almost as high with American Capital Agency Corp. (NASDAQ: AGNC).

American Capital Agency Corp. (NASDAQ: AGNC) is down only $0.02 while Annaly Capital Management, Inc. (NYSE: NLY) is down 0.4% at $16.40.  If Annaly had sold the same amount of $750 million in common shares, this reaction would have likely been worse.  The iShares FTSE NAREIT Mort Plus Cp Index (AMEX: REM) is down 0.3% at $13.98.

JON C. OGG

The proceeds of the primary portion of the offering will fund the company’s advertising strategy, to drive membership growth, and for general corporate purposes. The company also noted that the offering will facilitate an orderly distribution of shares by the selling stockholders and it also aims to increase the company’s public float.

What investors have to consider here is that the initial public offering was for about 8.8 million shares at $13.00 per share, and that was at the top of the proposed $11.00 to $13.00 price range.  Shares closed at $13.54 on Tuesday and the post-IPO range is $10.77 to $19.82.  With a market cap of $771 million, $10 million is not really a huge dilution.  It is not even that much of a watering down against the public float on the surface.

Our take at the IPO was that Angie’s List is a company which many investors might take a pass on because it is easy to argue that the company does not really need to be public.  It also seems like a shoe-in that Yelp, Inc. (NYSE: YELP) are going to end up being so similar in the ‘peer reviews’ business after the core markets peak and they start to look for new markets for peer reviews.

The sale here is one which we would have initially said was one which punishes existing holders.  After taking a second look, this at least looks like it is far less of a watering-down than many other newly public internet outfits pour on their shareholders.

JON C. OGG

According to the announcement the company plans to use the proceeds “to enhance the integration of its Fenco Automotive Products acquisition and for general corporate purposes to support the company’s growth.”

Now, $15 million is not a huge amount, but at the end of March the company reported less than $1.5 million in cash, cash equivalents, and short-term investments versus long-term debt of $62.56 million. Borrowing any more was probably not an option and the unnamed buyer drove a hard bargain. Motorcar Parts had better show some positive results from this transaction or the company could be toast.

Paul Ausick

AMTG plans to use the funds to acquire more agency residential mortgage-backed securities, non-Agency paper and other residential mortgage assets.  It of course also has the hallmark “for general corporate purposes.”  Still, more than a doubling in size?  This is oone of those offerings which feels like the real intent may be a high-yield dividend buffer.  AMTG has only been around long enough to pay two quarterly dividends and its last $0.75 payout would generate a yield of 15.7% if the last $0.75 rate remains static going forward.

This offering listed Morgan Stanley, Credit Suisse Securities, and J.P. Morgan Securities as joint book-runners; co-managers are listed as JMP Securities, Nomura Securities, Stifel Nicolaus & Company, and RBS Securities Inc.  AMTG expects to grant the underwriters a 30-day option to purchase up to 2,085,000 additional shares of common stock.

The REIT has been around only since last summer and its post-offering range has been from $14.02 to $19.59.  Shares are indicated down 6% right around $18.00 due to the sharp dilution that this offering appears to bring.

JON C. OGG

CapLease intends to file an application to list the Series B preferred shares so that they trade independently from the common shares.  As far as how the $50 million compares to the overall size of CapLease, the trust’s market value of its common stock is listed as only $276 million according to the data on Yahoo! Finance.

This REIT generally finances and invests in commercial real estate that is net leased primarily to single tenants with investment grade or near investment grade credit ratings.  The trust noted that it intends to use the net proceeds (approximately $48.3 million with consideration of an overallotment) to fund future acquisitions and for other general corporate purposes.

Wells Fargo Securities and Citigroup Global Markets were the joint book-runners; co-managers were Stifel Nicolaus & Company and Keefe Bruyette & Woods.

JON C. OGG