Notice of Change in Transfer Agent of Onsite Energy Corporation

CARLSBAD, Calif.–(BUSINESS WIRE)–Onsite Energy Corporation (OTC PINK: ONSE) (“Onsite”) announced today that effective as of the close of business on September 5, 2019, the Company changed its transfer agent to American Stock Transfer & Trust Company, LLC (“AST”). After consultation with the Board of Directors and the Company’s legal counsel, management decided that this change of transfer agent would provide the Company’s stockholders with a significant improvement in stockholder service levels. As the Company’s transfer agent, AST will coordinate and facilitate the payout of distributions declared by the Company. AST has the following qualifications:

American Stock Transfer & Trust Company, LLC is a full-service, tech-enabled professional services firm that helps companies and shareholders across North America maintain momentum through the use of secure corporate data, analytics, advisory services, and a strategic approach to every interaction.

More information regarding AST’s capabilities and services can be found at: https://www.astfinancial.com.

Contacts

Onsite Energy Corporation
Paul E. Blevins, Chief Financial Officer
(760) 476-4141
pblevins@onsitenergy.com

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
T (800) 937-5449 or (718) 921-8124
E: help@astfinancial.com

Onsite Energy Corporation Adopts Plan of Dissolution and Distribution and Sets Record Date for Initial Liquidation Cash Distribution

Onsite Energy Corporation (OTC PIN: ONSE) (“Onsite”) announced today that its Board of Directors and stockholders representing a majority of the voting and outstanding shares of capital stock of Onsite approved a Plan of Dissolution and Distribution. The Certificate of Dissolution was filed with the Delaware Secretary of State on August 26, 2019. Immediately after the close of business on September 6, 2019, Onsite intends to close its stock transfer books and discontinue recording transfers of its Class A Common Stock, except by will, intestate succession or operation of law.

Pursuant to the Plan of Dissolution and Distribution, Onsite also announced that the Board of Directors approved an initial liquidating cash distribution of $0.34 per share of Class A Common Stock, payable to each stockholder of record as of the close of business on the record date of September 6, 2019, for each share of Class A Common Stock held as of such date. Onsite intends to make the payment on or about September 16, 2019, or as soon as practicable following the record date. Onsite will provide additional information regarding its paying agent in a subsequent press release. Onsite contemplates making a subsequent cash distribution to its stockholders, however such amount and timing of such distribution cannot be guaranteed or determined at this time.

Contacts
Onsite Energy Corporation
Paul E. Blevins, Chief Financial Officer
(760)476-4141
pblevins@onsitenergy.com

Acquisition of Substantially All of the Assets of Onsite Energy Corporation By Willdan Energy Services, Inc.

Onsite Energy Corporation (OTC PIN: ONSE) (“Onsite”) announced today that on July 2, 2019, Willdan Group, Inc. (NASDAQ: WLDN), through its subsidiary, Willdan Energy Services, Inc. (“Willdan”), acquired substantially all of the assets of Onsite and assumed certain liabilities of the Onsite (“Sale of the Business”) pursuant to the terms of that certain Asset Purchase Agreement dated June 18, 2019 by and between Willdan and Onsite, as amended (the “Purchase Agreement”).

The transactions relating to Sale of the Business to Willdan and other transactions contemplated by the Purchase Agreement (the “Transactions”) were approved by Onsite’s Board of Directors on June 13, 2019, and by the shareholders of Onsite representing a majority of the voting and outstanding shares of capital stock of Onsite who were entitled to vote on such matter.  Such shareholder action was taken by action by written consent on June 14, 2019.

As consideration for the Transactions, Willdan agreed to pay Onsite a total purchase price of $26,400,000 in cash (the “Purchase Price”), subject to upward and downward adjustments based on the tangible net asset value of Onsite on the closing date.  At the closing, Willdan delivered to Onsite a cash payment equal to the Purchase Price, minus hold back amounts of $1,460,000 to satisfy any post closing adjustments and unresolved contractual claims by a certain third party (“Holdback Amounts”) and minus $201,380 for the premium to obtain an insurance policy providing insurance coverage to Willdan in the event of breach or inaccuracy of the representations and warranties of Onsite under the Purchase Agreement (“Closing Cash”).  The Closing Cash was immediately used by Onsite to pay certain obligations of Onsite in the total amount of $6,281,381, which consisted of advisory fees in the amount of $1,786,418, and outstanding bank obligations in the amount of $4,494,963.  In addition, Onsite estimates that it will have to pay an additional amount of approximately $5,000,000 to $6,000,000 in income tax and administrative expenses relating to the Transactions.

As a result of the closing of the Transactions, the active business operations of Onsite effectively ceased as of July 2, 2019, except to effectuate the transaction and wind up the operations of Onsite.  Onsite intends to dissolve and wind up its business in a timely manner.

Contacts
Onsite Energy Corporation
Paul E. Blevins, Chief Financial Officer
(760)476-4141
pblevins@onsitenergy.com

Latest LCR Update: Save Energy and Receive an Incentive That May Cover Up To 100% The Costs…

Onsite Energy has some important information to share with you that will enable you to save energy and receive an incentive that may cover up to 100% of the costs of an ENERGY EFFICIENCY upgrade project.

It’s called the LCR (Local Capacity Requirements) Program.

What exactly is the Local Capacity Requirements Incentive Program anyway? Other local utility incentive / rebate programs simply cannot match, or even come close to, what the LCR program can do for you if it is your goal to AFFORDABLY REDUCE YOUR FACILITY ENERGY COST, AND MEET CORPORATE GREENHOUSE GAS EMISSIONS AND CARBON FOOTPRINT REDUCTION GOALS. Take the time to check it out with us and judge for yourself what this aggressive incentive / rebate program is all about.

Here’s what I mean: If you have experience with typical utility incentive programs, you know that their incentives/rebates programs are all capped at 50% of your total installation cost—so therefore if your install cost is $80,000, they will give you no more than $40,000, and, you have to capitalize the entire project cost up front, and after the project is completed, you have to wait, and wait, and wait several weeks—or months, to receive your final rebate/incentive check from the utility. Sound familiar?

Neither of these annoying factors is the case in our LCR program—your incentives / rebates ARE NOT CAPPED AT 50% OF THE PROJECT INSTALLED COST, BUT INSTEAD YOU RECEIVE THE ENTIRE INCENTIVE / REBATE AMOUNT REGARDLESS OF YOUR PROJECT CAPITAL COST, and the incentives / rebates ARE ISSUED IMMEDIATELY AS A CREDIT TO THE PROJECT CAPITAL COST WHEN YOU FORMALLY AUTHORIZE THE PROJECT TO PROCEED, and your capital cost for your project is reduced immediately by the incentive /rebate amount.

  • An Example of what I just said: If your capital cost for the project is $100,000, and your incentive is calculated to be $72,000, the incentive/ rebate of $72,000 will be immediately applied to the $100, 000 project cost, and your cost to do the project will be $28,000—and this net project cost of $28,000 represents the entire amount you will be invoiced as you complete the project; you can do your $100,000 project for just $28,000! And,
  • LCR can eliminate the waiting long periods of time to acquire capital approval, and also eliminates the several weeks / months that you would otherwise have to wait to get your rebates / incentives.

Please consider taking the time to hear the entire LCR Program details, and see for yourself how LCR can make your energy projects costing significantly more affordable, take far less time to get your management’s approval, and enable you to receive your incentive / rebate immediately as a credit toward your total project cost.

The upshot is that the LCR program overwhelmingly exceeds the typical utility incentive / rebate programs, and will permanently change how you view your ability to get energy savings projects done.

We’re available to meet at your location, and at your convenience.

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