Communications Systems, Inc. Announces Closing of the Merger with Pineapple Energy LLC and Changes its Name to Pineapple Holdings, Inc.
March 28 2022 - 6:33PM
Business Wire
Company raises $32 million in private
placement Trading under “PEGY” on the Nasdaq Capital Market to
begin March 29, 2022
Communications Systems, Inc. (Nasdaq: JCS) (the “Company” or
“Pineapple Energy”) today announced the closing of its merger with
Pineapple Energy LLC. In connection with the closing, the Company
changed its name to “Pineapple Holdings, Inc.” on March 28, 2022
and its common stock is expected to trade on the Nasdaq Capital
Market under the new symbol “PEGY” on Tuesday, March 29, 2022.
Immediately prior to the merger, Pineapple Energy completed its
acquisition of two Hawaiian solar companies, Hawaii Energy
Connection, LLC and E-Gear, LLC. Following the merger, Pineapple
Energy operates a portfolio of brands including Hawaii Energy
Connection, E-Gear, Sungevity, and Horizon Solar Power that provide
homeowners with an end-to-end product offering spanning solar,
battery storage, and grid services.
Immediately following the completion of the merger, the Company
completed its previously announced private placement of Series A
preferred stock and warrants to institutional investors resulting
in gross proceeds to the Company of $32.0 million.
Roger Lacey, Chair of the Board, commented, “We are thrilled to
have completed this merger and we extend a warm welcome to our new
board members, Marilyn Adler, Tom Holland, Scott Honour, and Kyle
Udseth. As we move forward, we have confidence that Pineapple
Energy will capitalize on the compelling financial and
environmental benefits of residential solar, as well as the strong
drive among homeowners and small businesses to increase their
energy independence and transition away from fossil fuels.”
Kyle Udseth, who was appointed as Chief Executive Officer of the
Company in connection with the merger, commented, “With the closing
completed, we are excited to get to work building the nation’s
leading residential energy management company. We believe that
Pineapple Energy is well positioned as a platform for our national
consolidation strategy and there are attractive acquisition
opportunities among leading independent solar, storage and energy
management companies. The merger and financing provide Pineapple
Energy with enhanced resources to pursue its growth and acquisition
strategy.”
Scott Honour, Managing Partner of Northern Pacific Group, which
through its investment funds was Pineapple Energy LLC’s largest
shareholder, added, “We believe U.S. Energy policy is undergoing a
sea change before our eyes. Pineapple Energy has the talent and
experience to take advantage of these trends to create a nationwide
trusted energy partner to households and small businesses. As a
member of the Pineapple Energy board, I look forward to leveraging
our collective dealmaking and industry expertise to support the
Pineapple Energy M&A strategy.”
As previously announced, Company shareholders of record as of
the close of business on Friday, March 25, 2022 will receive one
contractual non-transferable Contingent Value Right (CVR) per share
of Company common stock held, which will entitle the CVR holder to
a portion of the proceeds of dispositions of the Company’s
pre-merger assets after the effective time of the merger. No
ex-dividend date is applicable to the CVRs because they are
non-transferrable. The CVRs are issued only in book entry.
Immediately prior to the merger, the Company had 2,429,341
shares of common stock outstanding. Immediately following the
merger, the Company had 7,435,586 shares of common stock
outstanding. Accordingly, the pre-merger Company shareholders own
approximately 32.7% of the Company’s common stock outstanding
immediately following the effective time of the merger and the
pre-merger Pineapple Energy LLC unit holders own approximately
67.3% of the Company’s common stock outstanding immediately
following the effective time of the merger.
On a fully-diluted basis taking into account the closing of the
merger and the private placement, the pre-merger Company
shareholders own approximately 20.0% of the Company’s stock, the
pre-merger Pineapple Energy LLC unit holders own approximately
41.2% of the Company’s stock, and the private placement investors
own approximately 38.8% of the Company’s stock.
About Pineapple Holdings, Inc.
Pineapple Holdings, Inc., which does business as Pineapple
Energy (f/k/a Communications Systems, Inc.) (Nasdaq: PEGY), is
focused on growing leading local and regional solar, storage, and
energy services companies nationwide. Our vision is to power the
energy transition through grass-roots growth of solar electricity
paired with battery storage. Our portfolio of brands, Hawaii Energy
Connection, E-Gear, Sungevity and Horizon Solar Power, provide
homeowners and small businesses with an end-to-end product offering
spanning solar, battery storage, and grid services.
Forward Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth, and future acquisitions. These
statements are based on Pineapple Energy’s current expectations or
beliefs and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from those
expressed or implied by the statements here due to changes in
economic, business, competitive or regulatory factors, and other
risks and uncertainties, including those described in “Risks
Related to the Combined Company Following Consummation of the
Merger” in Item 1A of the Company’s Form 10-K for the fiscal year
ended December 31, 2021 filed with the Securities and Exchange
Commission on March 14, 2022 and other factors set forth in the
company’s filings with the Securities and Exchange Commission. The
forward-looking statements in this press release speak only as of
the date of this press release. Pineapple Energy does not undertake
any obligation to update or revise these forward-looking statements
for any reason, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220328005832/en/
For Pineapple Holdings, Inc. Kyle Udseth Chief Executive
Officer +1 (952) 582-6460 kyle.udseth@pineappleenergy.com
Mark D. Fandrich Chief Financial Officer +1 (952) 582-6416
mark.fandrich@pineappleenergy.com
The Equity Group Inc. Lena Cati Senior Vice President +1 (212)
836-9611 lcati@equityny.com
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