Rocky Mountain Dealerships Inc. Closes $31.5 Million Debenture Financing

/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES/

Issued: 18,259,849 shares

(Stock Symbol "RME" - TSX)

CALGARY, July 27 /CNW/ - Rocky Mountain Dealerships Inc. ("Rocky Mountain" or the "Company"), announced today that it has closed its previously announced debenture financing by way of a short form prospectus on a bought deal basis by completing the sale of 31,500 convertible unsecured subordinated debentures of the Company ("Debentures"), including 1,500 Debentures issued pursuant to the full exercise of the over-allotment option, at a price of $1,000 per Debenture, representing an aggregate issue of $31,500,000 principal amount of Debentures (the "Offering"). The Offering was completed through a syndicate of underwriters co-led by National Bank Financial Inc. and RBC Capital Markets and including BMO Nesbitt Burns Inc., Canaccord Genuity Corp., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd. and Raymond James Ltd.

The Debentures will mature on September 30, 2017 ("Maturity Date") and accrue interest at the rate of 7.00% per annum payable semi-annually in arrears on March 31 and September 30 in each year, commencing on September 30, 2010. At the holder's option, the Debentures may be converted into common shares of the Company at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption at a conversion price of $10.65 per share, subject to adjustment in certain events ("Conversion Price").

The Debentures are direct, unsecured obligations of Rocky Mountain, subordinated to other indebtedness of the Company and ranking equally with all other unsecured subordinated indebtedness.

The Debentures are not redeemable prior to September 30, 2014. On or after September 30, 2014 and prior to September 30, 2015, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest, provided that the market price of the Company's common shares on the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On or after September 30, 2015 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest.

The net proceeds of the Offering will be used by Rocky Mountain for the repayment of a portion of its debt, general corporate purposes and to fund future acquisitions.

The Debentures are listed and posted for trading on the TSX under the symbol "RME.DB".

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.

About Rocky Mountain

Rocky Mountain is one of Canada's largest agriculture and construction equipment dealerships with a total of 29 dealership branches throughout Alberta, Saskatchewan and Manitoba. Rocky Mountain sells, rents and leases new and used construction and agriculture equipment, including the Case Construction, Case IH agriculture and New Holland brands, as well as offering product support and finance and insurance products to its customers. Rocky Mountain also distributes equipment from a number of other manufacturers, including Terex, Dynapac, Kawasaki, Leeboy, Bourgault, and Kubota.

Forward-Looking Information

This press release contains certain statements or disclosures relating to the Company that are based on the expectations of its management as well as assumptions made based on information currently available to the Company which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some case, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other comparable terminology.

In particular this press release discloses the intended uses of the net proceeds of the Offering. The intended use of the net proceeds of the Offering by the Company may change if management of the Company determines that it would be in the best interests of the Company to deploy the proceeds for some other purpose.

Many factors could cause the performance or achievement of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

Additional information on Rocky Mountain is available on our website at www.rockymtn.com and on SEDAR at www.sedar.com.

SOURCE Rocky Mountain Dealerships Inc.

For further information: For further information: Rocky Mountain Dealerships Inc.: M.C. (Matt) Campbell, Chairman and Chief Executive Officer; Brian Taschuk, Chief Operating Officer; or Garrett Ganden, Chief Financial Officer, 828 - 46th Avenue S.E., Calgary, Alberta, T2G 2A6, Telephone: (403) 243-8600, Fax (403) 243-2264; Investor Relations: Renmark Financial Communications Inc., John Boidman, Vice President, Telephone: (514) 939-3989, Email: jboidman@renmarkfinancial.com


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