RGS Energy Prices Equity Offering
July 03 2014 - 7:45AM
RGS Energy (Nasdaq:RGSE) has entered into a definitive agreement to
raise approximately $7.0 million in a private placement financing
transaction. Under the terms of the agreement, RGS Energy will
issue units consisting of an aggregate of 2,919,351 shares of its
Class A common stock and warrants to purchase up to 1,313,708
additional shares of Class A common stock, at a price of $2.40 per
unit.
Each unit consists of one share of Class A common stock and a
warrant to purchase 0.45 shares of Class A common stock at an
exercise price of $3.19 per share. The warrants are exercisable
beginning six months after issuance and for a period of five years
thereafter.
After the company pays the placement agent fees and estimated
offering expenses, the company expects to receive net proceeds of
approximately $6.4 million. The company plans to use the net
proceeds to support the launch of its residential leasing platform
and for general working capital purposes, including debt repayment.
The offering is expected to close no later than July 10, 2014,
subject to customary closing conditions.
Roth Capital Partners is serving as lead placement agent and
Maxim Group LLC as co-placement agent in connection with the
transaction.
The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws. RGS Energy has agreed to file a registration
statement covering the resale of the shares of Class A common stock
sold in the transaction as well as the shares of Class A common
stock issuable upon the exercise of the warrants.
This notice does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state or jurisdiction.
About RGS Energy RGS Energy (Nasdaq:RGSE) is
one of the nation's pioneering solar energy companies serving
commercial, residential, and utility customers. Beginning with one
of the very first photovoltaic panels sold to the public in the
U.S. in 1978, the company has installed more than 22,500 solar
power systems representing over 235 megawatts of 100% clean
renewable energy. RGS Energy makes it very convenient for customers
to save on their energy bills by providing a comprehensive solar
solution, from design, financing, permitting and installation to
ongoing monitoring, maintenance and support.
As one of the nation's largest and most experienced solar power
players, the company has 20 offices across the West and the
Northeast. For more information, visit RGSEnergy.com, on Facebook
at www.facebook.com/rgsenergy and on Twitter at
https://twitter.com/rgsenergy. RGS Energy is a trade name and RGS
Energy makes filings with the Securities and Exchange Commission
under its official name "Real Goods Solar, Inc."
Cautionary Statement Regarding Forward-Looking
Statements This communication includes forward-looking
statements relating to matters that are not historical facts.
Forward-looking statements may be identified by the use of words
such as "expect," "intend," "believe," "will," "should" or
comparable terminology or by discussions of strategy. While RGS
Energy believes its assumptions and expectations underlying
forward-looking statements are reasonable, there can be no
assurance that actual results will not be materially different.
Risks and uncertainties that could cause materially different
results include, among others, failure to close the above-reference
sale of securities,the possibility of negative impact from weather
conditions, introduction of new products and services, completion
and integration of acquisitions, the possibility of negative
economic conditions, and other risks and uncertainties included in
RGS Energy's filings with the Securities and Exchange Commission.
RGS Energy assumes no duty to update any forward-looking
statements.
CONTACT: Media and Investor Relations Contact for RGS Energy:
Ron Both
Liolios Group, Inc.
Tel 1-949-574-3860
RGSE@liolios.com