ELMWOOD PARK, N.J., Jan. 8, 2007 (PRIME NEWSWIRE) -- Berliner Communications, Inc. (OTCBB:BERL), a leading provider of outsourced services for the wireless communications industry, announced that it has closed a $3 million financing through the issuance of a 7% Convertible Note due 2008 (the "Note") to the Sigma Opportunity Fund.
Berliner has granted Sigma the right to fund an additional $1 million under the same terms as the Note. Under the terms of the Note, Berliner will pay interest semiannually at a rate of 7.0% per annum, with principal due at maturity. The Note is convertible into Berliner common stock at a price of $1.10 per share, subject to adjustments for certain events as set forth in the Note.
In connection with the financing, Berliner has issued Sigma 1.5 million warrants exercisable at $0.01 per share and 150,000 warrants to Sigma Capital Advisors exercisable at $0.55 per share. All warrants are exercisable for a period of 5 years from the date of closing. The Note, all underlying shares of common stock and warrants have not been registered under the Securities Act or state securities laws, and may not be offered or sold in the United States without registration under or exemption from the Securities Act, or any applicable securities laws. The Company has agreed to file a registration statement with the SEC for the resale of the shares of common stock and the shares of common stock underlying the warrants sold in this transaction. Punk, Ziegel & Company served as adviser and placement agent for the company, and received a fee that included warrants to purchase up to 214,286 shares of our common stock at an exercise price of $0.70 per share.
Also in connection with the financing, the Berliner Board of Electors has elected Thom Waye, Managing Director of the Sigma Opportunity Fund, to serve on the Board.
"This transaction gives us the financial resources to execute our acquisition strategy and augments our ability to fund the expected growth in our business," said Rich Berliner, Chairman and CEO of Berliner. "Adding Thom Waye as a Director further strengthens the composition of our Board, and I believe his expertise will be a valuable asset to Berliner as we work to capitalize on the many growth opportunities in our industry."
Mr. Waye currently serves as the manager of the Sigma Opportunity Fund, LLC. Prior to forming Sigma, Mr. Waye was a partner and managing director at ComVest Venture Partners, L.P. Before joining ComVest, Mr. Waye was at AIG, where he was a vice president in the private equity group of AIG, responsible for fund-raising and fund development. In addition, Mr. Waye previously led Motorola's and Unisys' New York-based non-banking, financial services sales and marketing efforts. Mr. Waye holds an MBA in Accounting and Finance from the University of Chicago Graduate School of Business and a B.Sc. in Management Information Systems and Marketing from Syracuse University.
Thom Waye commented, "Berliner has emerged as a leading wireless infrastructure services provider to the major wireless carriers. The company is an enabler for the continued growth of the wireless segment and we are excited to partner with Berliner both strategically and financially. The company is well positioned and we look forward to working closely with management to increase shareholder value."
For additional information about these transactions, please see our Form 8-K filed on January 5, 2007, which can be viewed at www.sec.gov.
About Berliner Communications, Inc.
Berliner Communications, Inc. and its wholly owned operating subsidiary, BCI Communications, Inc., are headquartered in Elmwood Park, New Jersey. BCI is an end-to-end provider of outsourced services for the wireless communications industry, including planning, deployment and management of network build-outs. BCI provides wireless carriers with comprehensive real estate site acquisition and zoning services, radio frequency and network design and engineering, infrastructure equipment construction and installation, radio transmission base station modification and project management services. For more information about Berliner's services, please visit www.bcisites.com.
About The Sigma Opportunity Fund
The Sigma Opportunity Fund is a private equity fund that provides growth capital for Micro Cap public companies operating in the IT, Telecom and Healthcare industries. The Fund has an active, long-term investment approach and works closely with management to unlock shareholder value and provide guidance and assistance in the areas of finance, capital markets, operations, strategy and business development. For more information about Sigma please visit http://www.sigmacp.com.
The statements in this press release, which are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, statements regarding our future prospects, the expected growth of our business, the ability to achieve our sales and profitability goals, our perception of future industry trends and the potential positive impact our business prospects, and other such statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from ours expectations. Such risks and uncertainties include, without limitation, risks detailed in our filings with the United States Securities and Exchange Commission, the risk that future trends we have identified do not materialize or if they materialize that they do not have the beneficial effect we anticipate, as well as the risk that we will not be able to achieve our sales and profitability goals. All forward-looking statements in this document are made as of the date hereof, based on information available to us on the date hereof, and we disclaim any intention or obligation to revise any forward-looking statements, including, without limitation, financial estimates, whether as a result of new information, future events or otherwise.