UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
Lighting Science Group Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
53224G103
(CUSIP Number)
Richard Weinberg
LED Holdings, LLC
c\o Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
(203) 869-4400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 17, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
LED Holdings, LLC 26-0299414 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
29,172,496 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
29,172,496 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
29,172,496 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in Row (11)
14.20% (1) | |||||
(14) |
Type of reporting person (see instructions)
OO |
(1) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
PP IV (AIV) LED, LLC 26-0240524 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
164,794,829 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
164,794,829 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
164,794,829 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in Row (11)
80.23% (1) | |||||
(14) |
Type of reporting person (see instructions)
OO |
(1) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
PP IV LED, LLC 26-0196366 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
164,794,829 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
164,794,829 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
164,794,829 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in Row (11)
80.23% (1) | |||||
(14) |
Type of reporting person (see instructions)
OO |
(1) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
PEGASUS PARTNERS IV, LP | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
170,537,426(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
170,537,426(1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
170,537,426(1) | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in Row (11)
83.00% (2) | |||||
(14) |
Type of reporting person (see instructions)
PN |
(1) | Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
LSGC Holdings LLC 27-3651400 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
164,794,829 | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
164,794,829 | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
164,794,829 | |||||
(12) |
Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in row (11)
80.23% (1) | |||||
(14) |
Type of reporting person (see instructions)
OO |
(1) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons:
LSGC Holdings II LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions): (a) ¨ (b) ¨
| |||||
(3) | SEC use only:
| |||||
(4) | Source of funds (see instructions):
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e):
| |||||
(6) | Citizenship or place of organization:
DE | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power:
2,772,900(1) | ||||
(8) | Shared voting power:
-0- | |||||
(9) | Sole dispositive power:
2,772,900(1) | |||||
(10) | Shared dispositive power:
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
2,772,900(1) | |||||
(12) |
Check if the aggregate amount in row (11) excludes certain shares (see instructions):
| |||||
(13) |
Percent of class represented by amount in row (11):
1.35%(2) | |||||
(14) |
Type of reporting person (see instructions):
CO |
(1) | Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons:
PCA LSG Holdings, LLC
I.R.S. Identification Nos. of above persons (entities only): 45-3836143 | |||||
(2) | Check the appropriate box if a member of a group (see instructions): (a) ¨ (b) ¨
| |||||
(3) | SEC use only:
¨ | |||||
(4) | Source of funds (see instructions):
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e):
¨ | |||||
(6) | Citizenship or place of organization:
DE | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power:
1,028,536(1) | ||||
(8) | Shared voting power:
-0- | |||||
(9) | Sole dispositive power:
1,028,536(1) | |||||
(10) | Shared dispositive power:
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person:
1,028,536(1) | |||||
(12) |
Check if the aggregate amount in row (11) excludes certain shares (see instructions):
¨ | |||||
(13) |
Percent of class represented by amount in row (11):
0.50% (2) | |||||
(14) |
Type of reporting person (see instructions):
OO |
(1) | Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
PEGASUS INVESTORS IV, LP | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
170,537,426(1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
170,537,426(1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
170,537,426(1) | |||||
(12) |
Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in row (11)
83.00% (2) | |||||
(14) |
Type of reporting person (see instructions)
PN |
(1) | Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
PEGASUS INVESTORS IV GP, LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
170,537,426 (1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
170,537,426 (1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
170,537,426 (1) | |||||
(12) |
Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in row (11)
83.00% (2) | |||||
(14) |
Type of reporting person (see instructions)
OO |
(1) | Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
PEGASUS CAPITAL, LLC | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
171,504,376 (1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
171,504,376 (1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
171,504,376 (1) | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in Row (11)
83.47%(2) | |||||
(14) |
Type of reporting person (see instructions)
OO |
(1) | Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
CUSIP No. 53224G103 |
(1) |
Names of reporting persons
CRAIG COGUT | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
(6) | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
171,666,130 (1) | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
171,666,130 (1) | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
171,666,130 (1) | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) |
Percent of class represented by amount in Row (11)
83.54%(2) | |||||
(14) |
Type of reporting person (see instructions)
IN |
(1) | Includes 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested in four equal installments of 3,000 on April 23, 2010, July 1, 2010, October 1, 2010, and January 3, 2011, and 12,000 shares of common stock underlying options issued to Pegasus Capital Advisors IV, L.P. related to director compensation that vested in equal quarterly installments on the first trading day immediately following the end of each fiscal quarter of 2011 and are subject to the Issuers Amended and Restated Equity-Based Compensation Plan. Includes options to purchase up to 61,586 shares of the Issuers common stock issued pursuant to the Series G Unit Subscription Agreement dated December 1, 2011. |
(2) | Based on 205,409,393 shares of common stock outstanding as of January 19, 2012. |
Amendment No. 22 to Schedule 13D
This Amendment No. 22 amends and supplements the Schedule 13D (the Schedule 13D) filed on behalf of LED Holdings, LLC (LED Holdings), PP IV (AIV) LED, LLC (PPAIV), PP IV LED, LLC (PPLED), Pegasus Partners IV, L.P. (PPIV), LSGC Holdings LLC (LSGC Holdings), LSGC Holdings II LLC (LSGC Holdings II), PCA LSG Holdings, LLC (PCA Holdings) Pegasus Investors IV, L.P. (PIIV), Pegasus Investors IV GP, L.L.C. (PIGP), Pegasus Capital, LLC (PCLLC), and Craig Cogut (Mr. Cogut) with the Securities and Exchange Commission (the SEC), as the case may be, on October 15, 2007, as amended by Amendment No. 1 filed on April 11, 2008, Amendment No. 2 filed on May 1, 2008, Amendment No. 3 filed on July 30, 2008, Amendment No. 4 filed on January 12, 2009, Amendment No. 5 filed on February 20, 2009, Amendment No. 6 filed on May 22, 2009, Amendment No. 7 filed on August 17, 2009, Amendment No. 8 filed on September 1, 2009, Amendment No. 9 filed on March 8, 2010, Amendment No. 10 filed on March 24, 2010, Amendment No. 11 filed on April 28, 2010, Amendment No. 12 filed on May 14, 2010, Amendment No. 13 filed on July 2, 2010, Amendment No. 14 filed on July 16, 2010, Amendment No. 15 filed on November 5, 2010, Amendment No. 16 filed on December 28, 2010, Amendment No. 17 filed on February 2, 2011, Amendment No. 18 filed on February 18, 2011, Amendment No. 19 filed on May 26, 2011, Amendment No. 20 filed on December 13, 2011 and Amendment No. 21 filed on December 23, 2011. Except as specifically provided herein, this Amendment No. 22 supplements, but does not modify any of the disclosure previously reported in the Schedule 13D and the amendments referenced above. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration
The disclosure in Item 4 below is incorporated herein by reference.
Item 4. Purpose of Transaction
Assignments of Series G Units Option
Pursuant to the terms of Series G Unit Subscription Agreement (the Series G Subscription Agreement) dated December 1, 2011, by and among Lighting Science Group Corporation (the Issuer), PCA Holdings, PPIV, Ensemble Lights, LLC, Mark Kristoff, Alan Docter, Belfer Investment Partners L.P., Lime Partners, LLC and LSGC Holdings II, on January 17, 2012, PPIV assigned a portion of its option (the Option) to purchase the Issuers Series G Units (Series G Units) under the Series G Subscription Agreement to Continental Casualty Company (CCC) and CCC executed a joinder to the Series G Subscription Agreement and partially exercised the Option by electing to purchase 5,000 Series G Units (the Series G Unit Investment). As a result of the assignment of the Option by PPIV and the purchase of Series G Units by CCC, the Option held by PPIV, PCA Holdings and LSGC Holdings II was reduced to an option to purchase 892 Series G Units. Each Series G Unit consists of: (a) one share of the Issuers Series G Preferred Stock (the Series G Preferred Stock) and (b) 83 shares of the Issuers common stock.
Also pursuant to the terms of the Series G Subscription Agreement, on January 19, 2012, PCA Holdings assigned a portion of the Option to an additional investor (the Additional Investor) for no consideration and that Additional Investor executed a joinder to the Series G Subscription Agreement and partially exercised the Option by electing to purchase 150 Series G Units. As a result of the assignment of the Option by PCA Holdings and the purchase of the Series G Units by the Additional Investor, the Option held by PPIV, PCA Holdings and LSGC Holdings II was reduced to an option to purchase 742 Series G Units.
According to the Issuers Current Report on Form 8-K filed with the SEC on January 23, 2012, through January 20, 2012, the Issuer had issued 39,258 Series G Units and raised an aggregate of approximately $39.3 million pursuant to the Series G Subscription Agreement and the Subscription Agreement dated as of November 17, 2011, by and among the Issuer, PCA Holdings and PPIV (the Series F Subscription Agreement, and together with the Series G Subscription Agreement, the Private Placements).
Letter Agreement Between PPIV and CCC
In consideration for the Series G Unit Investment and certain other mutual promises contained in a Letter Agreement dated January 17, 2012 (the CCC Letter Agreement), between PPIV and CCC, PPIV agreed to amend and restate LSGC Holdings limited liability company agreement (the LLC Agreement) to amend the terms of the Class C Preferred Interests (the Class C Preferred Interests) of LSGC Holdings issued by LSGC Holdings to CCC pursuant to the Binding Term Sheet dated May 13, 2011 (the Binding Term Sheet) such that the dividend rate on the Class C Preferred Interests and the number of shares of the Issuers common stock associated therewith are substantially the same as those of the Series G Preferred Stock. In order to make the number of shares of the Issuers common stock associated with the Class C Preferred Interests substantially the same as the number of shares of the Issuers common stock associated with the Series G Preferred Stock, LSGC Holdings agreed to accelerate the transfer to CCC of 281,250 shares of the Issuers common stock due to CCC on May 26, 2012, and 281,250 shares of the Issuers common stock due to CCC on May 26, 2013, and to transfer an additional 120,000 shares of the Issuers common stock to CCC.
In addition, pursuant to the CCC Letter Agreement, if at any time on or prior to November 17, 2013, CCC exercises its rights pursuant to Section 8 of the Series G Subscription Agreement to convert all of its Series G Units into newly issued securities of the Issuer or if any amendments are made to the dividend rate of the Issuers Series G Preferred Stock or the number of shares of the Issuers common stock associated therewith (the MFN Securities), then LSGC Holdings shall amend the terms of the Class C Preferred Interests such that the dividend rate on the Class C Preferred Interests and the number of shares of common stock associated therewith are substantially the same as the MFN Securities. If upon the conversion of the Series G Units to MFN Securities, CCC is required to return to the Issuer some or all of the Issuers common stock acquired as part of the purchase of Series G Units, then CCC will return to LSGC Holdings that same proportion of shares of the Issuers common stock as part of the amendment to the terms of the Class C Preferred Interests. Alternatively, if upon the conversion of the Series G Units to MFN Securities, the Issuer is required to issue additional shares of common stock to CCC, then LSGC Holdings will be required to issue to CCC that same proportion of shares of the Issuers common stock as part of the amendment to the terms of the Class C Preferred Interests.
Letter Agreement Between the Issuer and LSGC Holdings
On January 17, 2012, the Issuer entered into a Letter Agreement (the Issuer Letter Agreement) with LSGC Holdings.
The foregoing descriptions of the CCC Letter Agreement and the Issuer Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the CCC Letter Agreement and the Issuer Letter Agreement, which are included as Exhibits 10.1 and 10.2 to this Amendment No. 22 and are incorporated by reference herein.
The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional shares of Common Stock or may determine to purchase, sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to its investment decision.
Except as set forth herein or in previous amendments to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 22 are incorporated herein by reference. Such information is based upon 205,409,393 shares of common stock outstanding as of January 19, 2012.
The disclosure regarding the CCC Letter Agreement and the Issuer Letter Agreement and the related disclosure in Item 4 is incorporated herein by reference.
Except as set forth herein and in our previously filed amendments to Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The disclosure regarding the CCC Letter Agreement and the Issuer Letter Agreement in Item 4 is incorporated herein by reference.
The CCC Letter Agreement and the Issuer Letter Agreement are included as Exhibits 10.1 and 10.2 to this Amendment No. 22 and are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit |
Description | |
10.1 | Letter Agreement, dated January 17, 2012, by and between Pegasus Partners IV, L.P. and Continental Casualty Company. | |
10.2 | Letter Agreement, dated January 17, 2012, by and between Lighting Science Group Corporation and LSGC Holdings LLC (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with the SEC on January 23, 2012). | |
99.1 | Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 27, 2012
LED HOLDINGS, LLC | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Manager | ||
PP IV (AIV) LED, LLC | ||
By: | Pegasus Partners IV (AIV), L.P., | |
its sole member | ||
By: | Pegasus Investors IV, L.P., | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
general partner | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PP IV LED, LLC | ||
By: | Pegasus Partners, IV, L.P., | |
its sole member | ||
By: | Pegasus Investors IV, L.P., | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PEGASUS PARTNERS IV, L.P. | ||
By: | Pegasus Investors IV, LP | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President |
LSGC HOLDINGS LLC | ||
By: | Pegasus Partners IV, L.P., | |
its managing member | ||
By: | Pegasus Investors IV, L.P., | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Steven Wacaster | |
Name: Steven Wacaster | ||
Title: Vice President | ||
LSGC HOLDINGS II LLC | ||
By: | Pegasus Partners IV, L.P., | |
its sole member | ||
By: | Pegasus Investors IV, L.P., | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Steven Wacaster | |
Name: Steven Wacaster | ||
Title: Vice President |
PCA LSG HOLDINGS, LLC | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PEGASUS INVESTORS IV, L.P. | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PEGASUS INVESTORS IV GP, L.L.C. | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PEGASUS CAPITAL, LLC | ||
By: | /s/ Craig Cogut | |
Name: Craig Cogut | ||
Title: President & Managing Member | ||
/s/ Craig Cogut | ||
CRAIG COGUT |
Exhibit 10.1
LSGC Holdings LLC
c/o Pegasus Partners IV, L.P.
99 River Road
Cos Cob, CT 06807
January 17, 2012
Continental Casualty Company
333 S. Wabash
Chicago, IL 60604
Attn: Edward J. Lavin, 23rd Floor | ||
Phone: |
(312)822-2990 | |
Fax: |
(312)894-3742 | |
E-mail: |
edward.lavin@cna.com |
Attn: Michael Hass, 23rd Floor | ||
Phone: |
(312)822-6592 | |
Fax: |
(312)894-3742 | |
Email: |
michael.hass@cna.com |
Re: Sixth Amended and Restated LLC Agreement of LSGC Holdings LLC
Ladies and Gentlemen:
Reference is made to that certain Subscription Agreement (the Series G Subscription Agreement), dated as of December 1, 2011, by and among Lighting Science Group Corporation, a Delaware corporation (the LSGC), PCA LSG Holdings, LLC, a Delaware limited liability company (PCA Holdings), Pegasus Partners IV, L.P., a Delaware limited partnership (PPIV), LSGC Holdings II LLC, a Delaware limited liability company (Holdings II), Ensemble Lights, LLC, a Delaware limited liability company, Belfer Investment Partners L.P., a Delaware limited partnership, Lime Partners, LLC, a Delaware limited liability company, Mr. Mark Kristoff and Mr. Alan Docter, and to that certain Joinder Agreement thereto (the Joinder), to be executed concurrently herewith, by Continental Casualty Company, an Illinois insurance company (CCC), pursuant to which CCC shall contribute $5.0 million (the Series G Unit Investment) to LSGC in exchange for 5,000 Series G Units (as defined in the Series G Subscription Agreement).
On May 26, 2011, LSGC Holdings LLC, a Delaware limited liability company (Holdings), issued 15,000,000 senior preferred membership interests in Holdings (the Class C Preferred Interests) and distributed 562,500 shares of common stock of LSGC, par value $0.001 per share (Common Stock), to CCC for $15,000,000.00 (the Class C Investment) pursuant to that certain Binding Term Sheet, dated May 13, 2011, by and between Holdings and CCC, upon the execution of that certain Fifth Amended and Restated Limited Liability Company Agreement of Holdings, dated May 26, 2011, by and between Holdings and CCC (as such may be amended from time to time, including pursuant to this letter agreement, the Holdings LLC Agreement).
In connection with the Series G Unit Investment, and in consideration for the Series G Unit Investment and the mutual promises contained herein, PPIV and CCC hereby agree to the following:
1. | PPIV shall amend the Holdings LLC Agreement, as set forth in Exhibit A, and CCC hereby consents to such amendments as evidenced by its acknowledgment and signature set forth below. |
2. | At any time on or prior to November 17, 2013, if CCC exercises its rights pursuant to Section 8 of the Series G Subscription Agreement to convert all of its Series G Units (as defined therein) into newly issued securities of LSGC or if any amendments are made to the dividend rate on the Series G Preferred Stock of LSGC, par value $0.001 per share (the Series G Preferred Stock), or the shares of Common Stock associated therewith (MFN Securities), Holdings shall amend the terms of the Class C Preferred Interests, including by way of amendment to or restatement of the Holdings LLC Agreement, such that the dividend rate on the Class C Preferred Interests and the number of shares of Common Stock associated therewith are substantially the same as the MFN Securities. For the avoidance of doubt, if as part of such amendment(s) or restatement(s) CCC is required to return to LSGC some or all of the Common Stock acquired as part of the Series G Units purchased pursuant to the Joinder, CCC shall return to Holdings that same proportion of the shares of Common Stock CCC had previously received from Holdings as part of this letter agreement (including any shares distributed after the date of this letter agreement in accordance with this Paragraph 2) and the Initial Investment. |
3. | PPIV and CCC agree that, in the exercise of its rights and obligations pursuant to the foregoing Paragraph 2, Clause 23(j)(ii) of the Holdings LLC Agreement notwithstanding, Holdings shall (and hereby is authorized to) amend or cause to be amended, the Holdings LLC Agreement, and to make such arrangements, as necessary, such that the dividend rate on the Class C Preferred Interests and the number of shares of Common Stock associated therewith are substantially the same as the MFN Securities. |
4. | On or promptly following the date hereof, Holdings shall deliver or cause to be delivered to CCC a certificate or certificates representing 682,500 shares of Common Stock. |
5. | Clause 9(d)(iii) of the Holdings LLC Agreement notwithstanding, Holdings and CCC hereby agree that the distributions of Common Stock by Holdings to CCC contemplated by the foregoing Paragraphs 2 and 4 shall not, alone, constitute distributions of Common Stock by Holdings resulting in the Class C Preferred Interests becoming due and payable. |
2
6. | Upon the redemption or repurchase by LSGC of any of the issued and outstanding Series G Preferred Stock (or MFN Securities, if any) or any other Permitted Preferred Equity (as defined in the Holdings LLC Agreement), Holdings shall, or shall cause LSGC to, redeem the Class C Preferred Interests. For the avoidance of doubt, a conversion or exchange as contemplated by Section 8 of the Series G Subscription Agreement shall not constitute a repurchase of Series G Preferred Stock for these purposes. |
[Signature page follows]
3
Very truly yours, | ||
PEGASUS PARTNERS IV, L.P. | ||
By: Pegasus Investors IV, L.P., its general partner | ||
By: Pegasus Investors IV GP, L.L.C., its general partner | ||
By: | /s/ Jason Schaefer | |
Name: Jason Schaefer | ||
Title: General Counsel & Secretary |
Agreed and acknowledged: | ||
CONTINENTAL CASUALTY COMPANY | ||
By: | /s/ Albert J. Miralles, Jr. | |
Name: Albert J. Miralles, Jr. Title: Senior Vice President and Treasurer | ||
[Signature Page to Letter Agreement to Continental Casualty Company]
Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: January 27, 2012
LED HOLDINGS, LLC | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Manager |
PP IV (AIV) LED, LLC | ||
By: | Pegasus Partners IV (AIV), L.P., | |
its sole member |
By: | Pegasus Investors IV, L.P., | |
its general partner |
By: | Pegasus Investors IV GP, L.L.C., | |
general partner |
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President |
PP IV LED, LLC | ||
By: | Pegasus Partners, IV, L.P., | |
its sole member |
By: | Pegasus Investors IV, L.P., | |
its general partner |
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner |
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President |
PEGASUS PARTNERS IV, L.P. | ||
By: | Pegasus Investors IV, LP | |
its general partner | ||
By: |
Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
LSGC HOLDINGS LLC | ||
By: | Pegasus Partners IV, L.P., | |
its managing member | ||
By: | Pegasus Investors IV, L.P., | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Steven Wacaster | |
Name: Steven Wacaster | ||
Title: Vice President | ||
LSGC HOLDINGS II LLC | ||
By: | Pegasus Partners IV, L.P., | |
its sole member | ||
By: | Pegasus Investors IV, L.P., | |
its general partner | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Steven Wacaster | |
Name: Steven Wacaster | ||
Title: Vice President | ||
PCA LSG HOLDINGS, LLC | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PEGASUS INVESTORS IV, L.P. | ||
By: | Pegasus Investors IV GP, L.L.C., | |
its general partner | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President |
PEGASUS INVESTORS IV GP, L.L.C. | ||
By: | /s/ Richard Weinberg | |
Name: Richard Weinberg | ||
Title: Vice President | ||
PEGASUS CAPITAL, LLC | ||
By: | /s/ Craig Cogut | |
Name: Craig Cogut | ||
Title: President & Managing Member | ||
/s/ Craig Cogut | ||
CRAIG COGUT |