RCG Companies Incorporated (AMEX: RCG), one of the largest leisure-travel tour operators in the United States, announced that it has closed on a $31 million private placement of RCG convertible preferred stock and associated warrants. The PIPE financing was made up of institutional investors led by Special Situations Fund. The proceeds from the PIPE were primarily used to finance the acquisition of OneTravel as well as to redeem outstanding debentures and repay certain outstanding debt.

OneTravel is a privately held provider of online and offline discount travel products and services offering its customers the ability to search for and book a full range of travel products. OneTravel also has proprietary dynamic packaging search engine technology, a significant attribute for an online travel site, which is geared toward allowing its customers to achieve cost savings when customizing vacation packages in real time by selecting and combining air, hotel and rental car options. OneTravel owns and operates numerous online direct-to-consumer travel businesses through a variety of Web sites including OneTravel.com, 11thHour.com, CheapSeats.com and DiscountHotels.com. OneTravel also provides technology solutions and support services that enable other businesses to operate in the online travel arena and has developed turnkey solutions for organizations such as The Travel Channel, Sam’s Club and SideStep.

William Goldstein, Chairman of RCG noted: “Upon formal closing, this series of transactions completes RCG’s transformation into a full service online and offline travel company…We feel our travel strategy is sound and are very confident of our ability to execute the integration plan. We now feel we can be very competitive with the largest players in our space including Expedia and Orbitz.”

Bryant Park Capital acted as co-placement agent for the financing transaction.