Real Goods Solar Inc., a solar energy integrator in California and Colorado, has entered into a definitive merger agreement with Earth Friendly Energy Group Holdings LLC, doing business as Alteris Renewables Inc., to create a multi-state solar integration company. Alteris currently focuses on solar installations in the northeastern U.S.
Real Goods Solar will issue 8 million unregistered shares of its Class A common stock to Alteris' equity holders for 100% of Alteris' outstanding equity. The number of shares to be issued could be increased from an earn-out based on Alteris' 2011 financial performance and achieving certain milestones.
In addition, Bill Yearsley has joined Real Goods Solar as CEO and has been elected to the board of directors. Yearsley was previously chairman and CEO of the Construction and Aggregate Group and an executive director of Redland PLC.
Reporting to Yearsley will be Real Goods Solar's president, John Schaeffer, who will become president of the merged company's residential division; Alteris' current head of commercial business, Ron French, who will become president of the commercial division; and CFO Erik Zech.
Steven Kaufman, current CEO and board member of Alteris, will join Real Goods Solar's board and will leave his operating position at Alteris. David Belluck, chairman of Alteris and general partner with Riverside Partners, the controlling investor of Alteris, will also join Real Goods Solar's board. Jirka Rysavy, chairman of Gaiam Inc., will continue as Real Goods Solar's chairman.
The merger is subject to approval by Real Goods Solar's shareholders and is expected to close in the third quarter of this year.