Real Goods Solar may pay more for Mercury
Last Updated: 16:37 October 22, 2013
The transaction value is based on a stock trading price ranging from $2.56 to $3 per share, according to the SEC document filed by Louisville-based Real Goods Solar (Nasdaq: RSOL) on Monday. When the transaction was announced in August, it was valued at $18.4 million, according to a company press release. At the time, Real Goods Solar's class A common stock was trading at $2.33 per share.
Real Goods Solar plans to issue 7.9 million shares of class A common stock in the transaction, according to the SEC document. Exact value of the stock will be determined based on the price of the stock when the deal closes. The closing date has not been announced.
The transaction is subject to the approval of the shareholders of Real Goods Solar and Mercury. A representative of Mercury's board will be nominated to join Real Goods Solar's board of directors, the companies have said.
Real Goods Solar installs solar energy systems for residential, commercial and utility customers. Acquiring Mercury will expand Real Goods' presence throughout the East Coast.
Mercury was formed in 2008. The company has installed more than 50 megawatts of solar projects that have cumulatively generated more than $250 million in revenues, including $35 million in 2012. Mercury's assets include approximately $10 million of cash, and it has no debt.
Once the deal closes, 50 Mercury employees would join Real Goods Solar, including executives Jared Haines, Anthony Coschigano and Andrew Zaref, the companies said previously. Haines, Coschigano and Zaref each would receive $100,000 in cash and an aggregate amount of 260,000 shares of Real Goods Solar class A stock, according to Monday's SEC document. Each executive also would receive an option to purchase an additional 100,000 shares of stock and a bonus equal to 50 percent of his base salary, if the merger happens before Dec. 31.
The men's salaries were not listed in the SEC document. As a point of comparison, Kam Mofid, chief executive of Real Goods Solar, made $300,000 in base salary in 2012, according to the SEC document. John Schaeffer, director and general manager of retail and distribution for the company, made $175,000 in 2012.
Haines, Mercury's co-founder and president, will lead commercial sales in the northeast region of the United States as vice president of sales at RGS Energy, the commercial and utility division of Real Goods Solar, the two companies announced previously. Coschigano, a co-founder of Mercury, will become vice president of northeast operations at RGS Energy. Zaref, Mercury's chief financial officer and chief operating officer, will become vice president for project finance at Real Goods Solar.
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