UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported): December 17, 2015
REAL
GOODS SOLAR, INC.
(Exact Name
of Registrant as Specified in its Charter)
| Colorado |
|
001-34044 |
|
26-1851813 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
833
W. South Boulder Road, Louisville, CO 80027-2452
(Address
of Principal Executive Offices, Including Zip Code)
Registrant’s
telephone number, including area code: (303) 222-8300
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry
into a Material Definitive Agreement
On December 17,
2015, Real Goods Solar, Inc. (the “Company”) signed a binding Letter of Intent (“LOI”) with Solar
Solutions and Distribution, LLC, a Colorado-based renewable energy solutions company (“SSD”) regarding an asset-based
revolving credit facility for the Company. Under the terms of the LOI, SSD will use its best efforts to acquire the Company’s
existing asset based revolving credit facility (the “Loan”) from Silicon Valley Bank on or before December 28, 2015.
The LOI provides that upon SSD’s acquisition of the Loan, the parties will amend the terms of the Loan to, among other things:
(i) expand eligible accounts and add certain other assets included in the borrowing base used to determine the amount that can
be borrowed under the Loan; (ii) reduce the minimum liquidity (unrestricted cash plus unused availability on the Loan) from $2,500,000
to $100,000; (iii) extend the term of the Loan until March 31, 2017; (iv) change the interest rate to the higher of (A) the Wall
Street Journal prime rate plus 3% and (B) 7%; (v) join the Company and its subsidiary RGS Financing, Inc. as borrowers and pledgers
of certain collateral under the Loan; and (vi) set the maximum amount of the Loan at $5 million until September 30, 2016, $4 million
from October 1, 2016 to December 31, 2016 and $3 million from January 1, 2017 until the maturity date. The LOI also provides that
immediately after amending the Loan, SSD will advance (1) approximately $1.7 million under the Loan to pay amounts currently owed
by the Company to SSD (the “SSD A/P Amount”), and (2) approximately $1.5 million under the Loan to reimburse SSD for
the Loan acquisition. The borrowers will be required to repay the SSD A/P Amount in 5 bi-monthly installments beginning on April
30, 2016. The LOI also provides that the Company will not engage with discussions with other parties for similar purposes during
the term of the LOI, that the Company may issue a press release regarding the LOI, and that the Company will pay SSD $25,000 to
cover SSD’s transaction costs. The LOI terminates if the closing documents for the transaction are not executed on or before
January 15, 2016.
The LOI does not
contain all matters upon which an agreement must be reached in order for SSD to acquire the Loan and provide the modified Loan
to the Company. The terms of the modified Loan will be set forth in definitive agreements to be negotiated and agreed upon among
the parties. There can be no assurance that the parties will be able to successfully negotiate and agree on definitive agreements.
Cautionary
Statement Regarding Forward-Looking Statements
This Form 8-K
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 “will” or comparable terminology. While the Company 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, SSD’s ability to acquire the
Loan from Silicon Valley Bank, the parties’ ability to successfully negotiate and agree on definitive agreement for the modified
Loan and other risks and uncertainties included in the Company’s filings with the Securities and Exchange Commission. The
Company assumes no duty to update any forward-looking statements.
Item 8.01.
Other Events.
On December 18,
2015, the Company issued a press release announcing entering into the LOI. A copy of this press release is attached hereto as Exhibit
99.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Real Goods Solar, Inc. dated December 18, 2015 |
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
REAL GOODS SOLAR, INC. |
| |
|
|
| |
By: |
/s/ Dennis Lacey |
| |
|
Dennis Lacey |
| |
|
Chief Executive Officer and Acting
Principal Financial Officer |
Date: December 21, 2015
Exhibit 99.1
RGS Energy
Signs Letter of Intent for New $5 Million Loan Facility
LOUISVILLE, CO, December 18, 2015 – RGS Energy
(NASDAQ: RGSE), a residential and small commercial solar company since 1978, has signed a letter of Intent for a new $5 million
loan facility. The new loan facility will replace the company’s existing line of credit with Silicon Valley Bank. The new
loan facility will be provided by Solar Solutions and Distribution, LLC (Solar Solutions), a Colorado-based renewable energy solutions
company. In addition to distributing standard solar products since 2009, Solar Solutions is in the business of delivering innovative,
engineered, and cost effective sustainable energy solutions and products globally. Solar Solutions has been doing business with
RGS Energy since 2010.
“We are excited about this new loan facility and expanding
our relationship with Solar Solutions and Distribution,” said Dennis Lacey, CEO of RGS Energy. “This new facility will
provide us with more favorable terms than our current bank line, including access to more funds through the use of additional collateral
and an extended term through March 31, 2017. We expect this new facility to be in place by the end of 2015.”
About RGS Energy
RGS Energy (NASDAQ: RGSE) a rooftop installer of solar equipment,
serving residential and small business customers in the mainland U.S. and Hawaii. Beginning with one of the very first photovoltaic
panels sold in 1978, the company has installed tens of thousands solar power systems. RGS Energy makes it possible for customers
to save on their energy bill by providing a comprehensive solar solution, from design, financing, permitting and installation to
ongoing monitoring, maintenance and support.
For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy
and on Twitter at www.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.” For more information about the company, visit www.rgsenergy.com.
Forward-Looking Statements and Cautionary Statements
This press release may contain forward-looking statements that
involve risks and uncertainties. Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they provide our current beliefs, expectations, assumptions and forecasts about future events, and include statements
regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives
of management for future operations. The words “anticipate,” “expect,” “will” and similar expressions
as they relate to us are intended to identify such forward-looking statements. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include,
without limitation, the failure to finalize and execute the new loan facility described in this press release and such other factors
as discussed throughout Part I, Item 1A, Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial
Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2014 and Part I, Item 2,
Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A, Risk Factors
included in our Quarterly Reports on Form 10-Q for the quarterly periods in 2015.
Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise. These documents are available on both the EDGAR section of the SEC's website
at www.sec.gov and the Investor Relations section of the company's website at www.rgsenergy.com.
Investor Relations Contact
Ron Both, Senior Managing Director
Liolios Group, Inc.
Tel 1-949-574-3860
RGSE@liolios.com