Exhibit Press release Dated October 28, 2005
Telkonet Completes $20 Million
Convertible Note Placement
Funds to be used for working capital and support of future growth.
Germantown, MD, Telkonet, Inc. (Amex: TKO), the leader in providing powerline carrier (PLC)
networking solutions using existing electrical wiring, announced today that the Company has
completed a convertible senior debt financing of $20 million. The $20 million is for general
working capital needs. The convertible notes bear interest at a fixed rate of 7.25%, payable in cash, and call
for monthly principal installments beginning March 1, 2006. At the option of the Company, the
principal payments may be paid either in cash or in common stock. If paid in common stock, the
value of the stock will be determined by the lower of $5 or 92.5% of the average recent market
price of the Companys common stock. The Company has also agreed to issue one million warrants to the Noteholders exercisable for
five years at $5 per share.
The
Notes are convertible into common stock at the option of the holder.
In addition, at any time after six months, should the stock trade
at or above $8.75 for 20 of 30 consecutive trading days, the Company can cause a mandatory
redemption and conversion to shares at $5 per share. At any time, the Company can pre-pay the
notes with cash or common stock. If the Company elects to use common stock to pre-pay the Notes,
the price of the common stock is the lower of $5 or 92.5% of the average recent market price.
Should the Company pre-pay the Notes other than by mandatory conversion, the Company must issue
additional warrants to the Noteholders covering 65% of the amount pre-paid at a strike price of $5
per share.
In addition to standard financial covenants, the Company has agreed to maintain a letter of credit
in favor of the Noteholders equal to $10 million. Once the
outstanding principal balance of the Notes decline below $15 million, the
amount of the letter of credit is reduced by $.50 for every $1
amortized. The Company also has covenants requiring that it achieve a
minimum revenue test of $9 million through 06, measured quarterly.
The Notes were purchased by two
institutional investors in the face amount of $10 million each. The Company plans to file a
registration statement to cover the future issuance of shares which may be issued upon conversion
of the Notes and or warrants.