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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
þ | Preliminary Proxy Statement | |||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
o | Definitive Proxy Statement | |||||
o | Definitive Additional Materials | |||||
o | Soliciting Material Pursuant to Section 240.14a-12 |
RIDGEWOOD ELECTRIC POWER TRUST V
Payment of Filing Fee (Check the appropriate box):
o | No fee required. |
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
The filing fee is calculated based upon estimated gross proceeds to the registrant of $24,573,465 from the transaction. | |||
(4) | Proposed maximum aggregate value of transaction: |
$24,573,465 | |||
(5) | Total fee paid: |
$965.74 | |||
þ | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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![]() | Ridgewood Renewable Power | Robert E. Swanson Chairman |
[ ] [ ], 2008, SO THAT YOUR CONSENT COUNTS.
![-s- Robert Swanson](https://capedge.com/proxy/PRER14A/0000950123-08-016213/y71441r2y7144102.gif)
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1314 King Street
Wilmington, Delaware 19801
NOTICE OF SOLICITATION OF CONSENTS
• | Ridgewood Maine and Indeck Energy, as Sellers; | |
• | Covanta, a Delaware corporation, as Purchaser; and | |
• | for limited purposes, Indeck Maine, as the company to be sold by the Sellers to Covanta pursuant to the terms and subject to the conditions of the Purchase and Sale Agreement. |
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• | an Initial Amount equal to $52,000,000 in cash from Covanta,plus |
• | a payment from Covanta estimated to be $7,832,011 for Net Working Capital, as provided for in the Purchase and Sale Agreement and described under the heading “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47,plus |
• | the assignment by Indeck Maine to the Sellers of certain of its accounts receivable, estimated to be approximately $8,472,000, resulting from the sale of certain Renewable Portfolio Standard Attributes, or RPS Attributes (assuming full collection),plus | |
• | the assignment of any produced but unsold RPS Attributes, estimated to be worth approximately $100,000 (assuming full realization),minus | |
• | a retention amount equal to $1,105,118, which amount represents an estimate of aggregate payments to be made by Covanta to all employees of Ridgewood Power Management LLC (a Delaware limited liability company that is an affiliate of the Managing Shareholder and which provides staff to the projects owned by trusts managed by the Managing Shareholder) working at the sites of the projects owned by Indeck Maine, as retention bonuses and severance payments,minus | |
• | a vacation accrual amount equal to $56,873, which amount represents an estimate of vacation payments for employees of Ridgewood Power Management working at the sites of the projects owned by Indeck Maine that are accrued and unused prior to the closing of the Sale. |
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![-s- Robert Swanson](https://capedge.com/proxy/PRER14A/0000950123-08-016213/y71441r2y7144102.gif)
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Annex A: | Purchase and Sale Agreement, dated as of August 19, 2008, by and among Ridgewood Maine, L.L.C., Indeck Energy Services, Inc., Covanta Energy Corporation, and for certain limited purposes Indeck Maine Energy, LLC, and amendment thereto dated as of November 11, 2008 | |
Annex B: | Backup Certificate Agreement, dated as of August 19, 2008, by and among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode Island LFG Genco, LLC, and for certain limited purposes, Ridgewood Power Management LLC and Covanta Energy Corporation, and amendment thereto dated as of November 11, 2008 | |
Annex C: | Guaranty of Covanta Energy Corporation, dated as of August 19, 2008, and amendment thereto dated as of November 11, 2008 | |
Annex D: | Sellers Omnibus Agreement, dated as of August 19, 2008, by and among Ridgewood Maine, L.L.C. and Indeck Energy Services, Inc. and, for certain limited purposes, Ridgewood Renewable Power LLC, and amendment thereto dated as of November 11, 2008 | |
Annex E: | Certificate Sale Support Agreement, dated as of July 31, 2008, by and among Linwood 0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood Providence Power Partners, L.P., Rhode Island LFG Genco, LLC, Indeck Energy Services, Inc., Ridgewood Electric Power Trust I, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion and Ridgewood Renewable Power, LLC, and amendment thereto dated as of November 11, 2008 | |
Annex F: | Agency Agreement dated as of August 19, 2008, among Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management, LLC and Indeck Maine Energy, LLC, and amendment thereto dated as of November 11, 2008 | |
Annex G: | Plan of Liquidation and Dissolution of Ridgewood Electric Power Trust V | |
Annex H: | Opinion of Ewing Bemiss & Co. | |
Annex I: | Projections relating to Sale of Indeck Maine Energy, LLC |
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• | The Proposal; Purpose of the Solicitation (page 9) |
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• | Parties Involved in the Transaction (page 5) |
• | Ridgewood Maine and Indeck Energy, as Sellers, | |
• | Covanta, as Purchaser, and | |
• | for limited purposes, Indeck Maine, as the company to be sold by the Sellers to Covanta pursuant to the terms and subject to the conditions of the Purchase and Sale Agreement. |
• | Solicitation of Consents of Shareholders (page 9) |
• | The Interests (page 15) |
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• | The Sale; Consideration for the Sale (page 14) |
• | an Initial Amount equal to $52,000,000 in cash from Covanta,plus |
• | a payment from Covanta estimated to be $7,832,011 for Net Working Capital, as provided for in the Purchase and Sale Agreement and described under the heading “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47,plus |
• | the assignment by Indeck Maine to the Sellers of certain of its accounts receivable, estimated to be approximately $8,472,000, resulting from the sale of certain Renewable Portfolio Standard Attributes, or RPS Attributes (assuming full collection),plus | |
• | the assignment of any produced but unsold RPS Attributes, estimated to be worth approximately $100,000 (assuming full realization),minus | |
• | a retention amount equal to $1,105,118, which amount represents an estimate of aggregate payments to be made by Covanta to all employees of Ridgewood Power Management LLC (a Delaware limited liability company that is an affiliate of the Managing Shareholder and which provides staff to the projects owned by trusts managed by the Managing Shareholder) working at the sites of the projects owned by Indeck Maine, as retention bonuses and severance payments,minus | |
• | a vacation accrual amount equal to $56,873, which amount represents an estimate of vacation payments for employees of Ridgewood Power Management working at the sites of the projects owned by Indeck Maine that are accrued and unused prior to the closing of the Sale. |
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• | Distribution of Proceeds of the Sale to Shareholders of Trust IV and Trust V (page 57) |
• | Distribution of Proceeds of the Sale to Shareholders of the Trusts and to Indeck Energy (page 36) |
• | payments due to the Managing Shareholder equal to 1% of amounts to be distributed to shareholders from the Sale pursuant to each Trust’s Declaration of Trust; | |
• | amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses related to the Sale and the related agreements including, but not limited to: |
• | Estimated transaction expenses related to the Sale of $2,156,494. |
• | $6,000,000 from Trust IV’s proceeds, to potentially fund an escrow deposit that may be required pursuant to the Backup Certificate Agreement, as amended, or the Backup Certificate Agreement, attached to this consent statement asAnnex B. (To the extent that this deposit is not made, or it is subsequently returned to Trust IV, it will be available for distribution to Trust IV shareholders). | |
• | Potential liability of the Trusts under the Certificate Sale Support Agreement, as amended, or the Certificate Sale Support Agreement, attached to this consent statement asAnnex E. | |
• | Potential liability of the Sellers totrue-up the obligations of the Sellers of the difference between estimated Net Working Capital paid at the closing date, as estimated by the Sellers, and the actual Net Working Capital at closing, as provided for in the Purchase and Sale Agreement and described under the heading “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47. |
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• | Potential joint and several liabilities of the Trusts under their guarantees of the obligations pursuant to an agreement with a power marketer for the sale of RPS Attributes (See “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – Renewable Energy Certificate Sales” on page 58). | |
• | Advances which may be made by the Trusts to Indeck Maine pursuant to Section 11.2 of the Purchase and Sale Agreement resulting from casualty or condemnation event(s) (See “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47). |
• | amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses related to litigation matters and any claims or liabilities involving the related Trust, and any adverse settlement or other disposition of such matters and, in the case of Trust V, the liquidation and dissolution of Trust V; | |
• | amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses related to the ongoing operating activities of the related Trust; and | |
• | in the case of Trust IV only, the repayment to the Managing Shareholder of a loan in the principal amount of $3,000,000 made by the Managing Shareholder to Trust IV, plus estimated interest of $78,750 through January 31, 2009. |
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Trust IV | Trust V | Indeck Energy | Total | |||||||||||||
Proceeds of Sale (1) | $ | 17,921,474 | $ | 17,921,474 | $ | 31,399,072 | $ | 67,242,020 | ||||||||
Estimated Transaction Expenses (2) | (1,078,247 | ) | (1,078,247 | ) | (921,267 | ) | (3,077,761 | ) | ||||||||
Estimated Net Direct Proceeds (3) | 16,843,227 | 16,843,227 | $ | 30,477,805 | $ | 64,164,259 | ||||||||||
Adjustments (4) | 501,706 | 591,131 | ||||||||||||||
Repayment of loan to Managing Shareholder (5) | (3,078,750 | ) | — | |||||||||||||
Estimated Net Proceeds (2)(3) | $ | 14,266,183 | $ | 17,434,358 | ||||||||||||
Estimated Net Proceeds Per Investor Share (3)(6) | $ | 29,616 | $ | 18,502 | ||||||||||||
(1) | The proceeds of the Sale are calculated as set forth under “THE TRANSACTION – The Sale; Consideration for the Sale” on page 14. | |
(2) | See “THE TRANSACTION – Fees and Expenses of the Sale” on page 39 for a discussion of the fees anticipated to be incurred by the Trusts in connection with the Sale. | |
(3) | Additional amounts discussed above in this section will further reduce actual amounts available for distribution to shareholders. | |
(4) | Represents the estimated deposit reimbursement to be received at January 31, 2009 from Indeck Energy and others pursuant to the terms of the Certificate Sale Support Agreement. | |
(5) | The proceeds of the Sale allocated to Trust IV will be reduced by the repayment of a loan in the principal amount of $3,000,000 made by the Managing Shareholder to Trust IV, plus estimated interest, which at January 31, 2009 would be $78,750. See “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – Renewable Energy Certificate Sales” on page 58. |
(6) | For illustrative purposes only and do not represent actual distributions intended to be made to shareholders. These amounts represent estimated net proceeds per investor share of beneficial interest. As discussed below, these amounts relate to amounts projected to be received by the Trusts, and may not be indicative of amounts to be distributed to shareholders. |
• | Background of and Reasons for the Transaction (page 16) |
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• | Interests of the Managing Shareholder, Executive Officers and Other Parties (page 44) |
• | Once the relevant trust reaches payout, three officers of the Managing Shareholder, including Randall D. Holmes, President and Chief Executive Officer of the Trusts and the Managing Shareholder and Douglas R. Wilson, a senior vice president of the Managing Shareholder and former Chief Financial Officer of the Trusts, will receive, in the aggregate, depending on the trust, 25% to 30% of any payments received by the Managing Shareholder from the various trusts it manages resulting from the sale of assets by the trusts (including Trust IV and Trust V). | |
• | Participants in the Plan will receive bonus payments in the aggregate at the rate of 30% of any payment received by the Managing Shareholder for sales of assets owned by it and not a trust. | |
• | The Managing Shareholder will generally fund the Plan, as it receives any payments from a trust from the sale of its assets once that trust reaches payout. |
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• | Fairness of the Transaction; Opinion of Ewing Bemiss & Co. to the Managing Shareholder, Trust IV, Trust V and Indeck Maine (page 29) |
• | The Purchase and Sale Agreement (page 47) |
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• | Conditions to Closing of the Sale (page 48) |
• | Representations and Warranties (page 51) |
• | Casualty and Condemnation Events (page 55) |
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• | Termination of the Purchase and Sale Agreement (page 50) |
• | Failure to Approve or Close the Sale (page 35) |
• | The Additional Agreements (page 39) |
• | Regulatory Matters (page 60) |
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• | Appraisal Rights (page 68) |
• | Liquidation and Dissolution of Trust V (page 40); Liquidating Trust (page 42) |
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• | an amount of cash or liquid short-term investments reasonably determined by the Managing Shareholder to be sufficient to pay the costs and expenses anticipated to be incurred in connection with the maintenance and ultimate settlement or other disposition of then-pending litigation matters and any other claims or liabilities involving Trust V and the costs and expenses of the maintenance, administration and subsequentwind-up of the liquidating trust; | |
• | all rights, obligations and liabilities relating to, or associated with, Trust V’s then-pending litigation matters and any other claims or liabilities or rights involving Trust V and any other matters that arise during the term of the liquidating trust; | |
• | the right to receive any funds that Trust V or the liquidating trust are awarded in connection with the settlement or other disposition of one or more of the litigation matters during the term of the liquidating trust or otherwise; | |
• | the right to receive any amounts remaining in the Deposit described under “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – Renewable Energy Certificate Sales” on page 58; and | |
• | the rights and obligations of Trust V under the Certificate Sale Support Agreement. |
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• | Federal Income Tax Consequences (page 61) |
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• | Information Regarding Legal Proceedings of the Trusts (page 7) |
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Q: | Who is soliciting my consent? |
Q: | What am I being asked to approve? |
Q: | Will a meeting be held to vote on the Sale? |
Q: | Who is entitled to consent to approve the Sale? |
Q: | When is the record date? |
Q: | What number of consents is required to approve the Sale? |
Q: | How many consents do I have? |
Q: | How long is the solicitation period? |
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Q: | What should I do now? |
Q: | Do I need the signature of anyone with whom I own a share jointly? |
Q: | May I change my consent after I have mailed or faxed my signed consent card? |
Q: | How are consents counted? |
Q: | What if I do not consent to approve the Sale? |
Q: | How does the Managing Shareholder recommend that I exercise my consent? |
Q: | Where and when will the consents be tabulated? |
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Q: | Besides approval by the shareholders of each of Trust IV and Trust V, what other conditions are there to the close of the Sale? |
Q: | How can I find out the result of the consent solicitation? |
Q: | What will I receive if the Sale is approved and consummated? |
Q: | What are the consequences of the consummation of the Sale? |
Q: | Who bears the cost of the consent solicitation? |
Q: | Who can help answer my other questions? |
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• | the requirements that the shareholders approve the Sale; | |
• | the occurrence of events, changes or other circumstances that could give rise to the termination of the Purchase and Sale Agreement; |
• | the satisfaction of the conditions to consummate the Sale, including the receipt of the required shareholder approval; |
• | the failure to satisfy other conditions to the Sale; | |
• | the inability to collect distributed accounts receivable or sell distributed RPS Attributes; | |
• | the outcome of any legal proceedings against us and others that have been or may be instituted following announcement of the Purchase and Sale Agreement; and | |
• | the tax consequences of the Sale. |
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• | Ridgewood Maine, L.L.C., or Ridgewood Maine, a Delaware limited liability company and Indeck Energy Services, Inc., or Indeck Energy, an Illinois corporation, as Sellers, | |
• | Covanta Energy Corporation, or Covanta, a Delaware corporation, as Purchaser, and | |
• | for limited purposes, Indeck Maine Energy, LLC, or Indeck Maine, as the company to be sold by the Sellers to Covanta pursuant to the terms and subject to the conditions of the Purchase and Sale Agreement. |
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• | Ridgewood US Hydro Corporation, or US Hydro, which owns and operates seven hydroelectric generating projects located in Virginia, New York, California and Rhode Island with total capacity of 15 megawatts, or MW, and sells electric output either to local utilities pursuant to power contracts or at open market prices. | |
• | Ridgewood Maine Hydro Partners, L.P., or Maine Hydro, which owns and operates hydroelectric projects located in Maine with an aggregate rated capacity of approximately 11.3 MW and sells electricity primarily to either Central Maine Power Company or Bangor Hydro-Electric Company under long-term power contracts. | |
• | Ridgewood Near East Holdings, LLC, or Ridgewood Near East, which develops and operates electric power and water purification plants for resort hotels along the Red Sea in Egypt. |
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• | Rhode Island LFG Genco, LLC, or Genco, which owns and operates landfill-gas-fired reciprocating engine/generator sets located in the State of Rhode Island with a total capacity of 23 MW; and |
• | Maine Hydro, which the Managing Shareholder is currently marketing for sale. |
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• | Ridgewood Electric Power Trust I, or Trust I; | |
• | Ridgewood Electric Power Trust II; | |
• | Ridgewood Electric Power Trust III, or Trust III; | |
• | Trust IV; | |
• | Trust V; | |
• | The Ridgewood Power Growth Fund, or Growth Fund; | |
• | Ridgewood/Egypt Fund; and | |
• | Ridgewood Power B Fund/Providence Expansion, or B Fund. |
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• | send a written, dated notice to the Managing Shareholder, at 947 Linwood Avenue, Ridgewood, New Jersey07450-2939, stating that you would like to revoke your consent; and | |
• | date, sign and submit a new consent card that is received by the Managing Shareholder no later than [ ], 2008, the expiration of the solicitation period (unless the Managing Shareholder extends the solicitation period in which case the deadline for such submission would be extended until immediately prior to the expiration of such extended solicitation period). |
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• | an Initial Amount equal to $52,000,000 in cash from Covanta,plus |
• | a payment from Covanta estimated to be $7,832,011 for Net Working Capital, as provided for in the Purchase and Sale Agreement and described under the heading “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47,plus |
• | the assignment by Indeck Maine to the Sellers certain of its accounts receivable, estimated to be approximately $8,472,000, resulting from the sale of certain RPS Attributes (assuming full collection),plus |
• | the assignment of any produced but unsold RPS Attributes, estimated to be worth approximately $100,000 (assuming full realization),minus | |
• | a retention amount equal to $1,105,118, which amount represents an estimate of aggregate payments to be made by Covanta to all employees of Ridgewood Power Management LLC (a Delaware limited liability company that is an affiliate of the Managing Shareholder and which provides staff to the projects owned by trusts managed by the Managing Shareholder) working at the sites of the projects owned by Indeck Maine, as retention bonuses and severance payments,minus | |
• | a vacation accrual amount equal to $56,873, which amount represents an estimate of vacation payments for employees of Ridgewood Power Management working at the sites of the projects owned by Indeck Maine that are accrued and unused prior to the closing of the Sale. |
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• | first, to the payment of transaction costs attributable to the Sale, generally allocated 55% from the proceeds otherwise to be received by Ridgewood Maine and 45% from the proceeds otherwise to be received by Indeck Energy; | |
• | second, to Ridgewood Maine and Indeck Energy according to their pro rata ownership of the Senior Preferred Membership Interests to be issued to the Sellers prior to the closing date in the estimated amount of $22,803,275; and | |
• | third, all remaining proceeds of the Sale will be paid 55% to Ridgewood Maine and 45% to Indeck Energy, except that a total of $2,500,000 of the Sellers’ proceeds will be held in escrow by Ridgewood Maine, at closing, to reserve for any amounts that may be due back to Covanta resulting from the Net Working Capitaltrue-up and will be distributed in accordance with the Sellers Omnibus Agreement, to the Sellers, as well as any payments received from Covanta as a result of thetrue-up. Any amounts due from Covanta as a result of thetrue-up of Net Working Capital will be remitted into the account and then distributed to the Sellers when made by Covanta. |
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• | By operating routinely during the period from 2005 through 2007, the Indeck Maine projects were able to establish a reliable fuel supply network, a verifiable record of operating costs, a verifiable record of major maintenance costs and were able to make |
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a number of modifications to its operating equipment designed to improve operating performance. |
• | Renewable energy incentive programs such as those in Massachusetts and Connecticut began to mature in 2004 and provided an important new source of revenue to Indeck Maine. | |
• | Prices at which Indeck Maine has been able to sell its electrical output have recently increased significantly due to increases in fossil fuel prices, particularly the price of natural gas. Natural gas is the dominant fuel for electricity generation in the markets in which Indeck Maine sells its output and market prices for electricity, including those prices realized by Indeck Maine, generally follow prices of natural gas. | |
• | Recently, interest in the investment community in energy generated from renewable sources has increased substantially. This has been brought about by a number of causes primary of which are: |
• | increases in the prices of fossil fuels; | |
• | increased awareness of the environmental impact of the burning of fossil fuels; and | |
• | the perceived growing political instability in certain of the fossil fuel-producing regions of the world. |
• | Biomass-fired electricity generating projects like those of Indeck Maine are common in the U.S. The Managing Shareholder, with the advice of its financial advisor, believed that the Indeck Maine projects represented assets that would attract a number of prospective bidders and so would be well suited to an auction process. Such an auction process would provide the Sellers with the greatest likelihood of obtaining the best available exit strategy from this investment. |
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Enterprise Value | ||||||||||||||||||||||||||||||||||||||||
Stock | Price/ | as a Multiple of | LTM | |||||||||||||||||||||||||||||||||||||
Price | 52-Week | Equity | Enterprise | P/E Ratio | Revenue | EBITDA | LTM | EBITDA | ||||||||||||||||||||||||||||||||
11/7/2008 | High | Value | Value | LTM | LTM | LTM | Revenue | Margin | ||||||||||||||||||||||||||||||||
($) | % | ($000’s) | ($000’s) | ($) | (x) | (x) | ($000’s) | (%) | ||||||||||||||||||||||||||||||||
Renewable Energy Companies | ||||||||||||||||||||||||||||||||||||||||
3i Group Plc (LSE:III) | 8.13 | 45.7 | 3,024,314 | 5,478,321 | 3.0 | x | 3.4 | x | 4.7 | x | 1,593,368 | 73.5 | ||||||||||||||||||||||||||||
Algonquin Power Income Fund (TSX:APF.UN) | 2.56 | 35.5 | 189,066 | 580,780 | 8.6 | x | 3.3 | x | 7.3 | x | 174,008 | 45.4 | ||||||||||||||||||||||||||||
Boralex Inc. (TSX:BLX) | 6.64 | 41.8 | 251,187 | 341,604 | 17.2 | x | 2.0 | x | 6.3 | x | 169,482 | 32.2 | ||||||||||||||||||||||||||||
Canadian Hydro Developers Inc. (TSX:KHD) | 2.68 | 39.6 | 384,987 | 792,099 | NM | NM | NM | 59,927 | 58.6 |
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Enterprise Value | ||||||||||||||||||||||||||||||||||||||||
Stock | Price/ | as a Multiple of | LTM | |||||||||||||||||||||||||||||||||||||
Price | 52-Week | Equity | Enterprise | P/E Ratio | Revenue | EBITDA | LTM | EBITDA | ||||||||||||||||||||||||||||||||
11/7/2008 | High | Value | Value | LTM | LTM | LTM | Revenue | Margin | ||||||||||||||||||||||||||||||||
($) | % | ($000’s) | ($000’s) | ($) | (x) | (x) | ($000’s) | (%) | ||||||||||||||||||||||||||||||||
Covanta Holding Corporation (NYSE:CVA) | 20.30 | 66.8 | 3,131,843 | 5,212,671 | 17.3 | x | 3.2 | x | 9.2 | x | 1,645,821 | 32.8 | ||||||||||||||||||||||||||||
Great Lakes Hydro Income Fund (TSX:GLH.UN) | 14.73 | 84.1 | 711,178 | 1,227,367 | 17.7 | x | 8.3 | x | 11.9 | x | 147,166 | 70.2 | ||||||||||||||||||||||||||||
Innergex Renewable Energy Inc. (TSX:INE) | 6.00 | 50.7 | 142,300 | 200,653 | NM | NM | NM | 4,615 | NM | |||||||||||||||||||||||||||||||
Renegy Holdings, Inc. (NasdaqCM:RNGY) | 1.27 | 13.6 | 7,884 | 59,581 | NM | 33.8 | x | NM | 1,765 | NM | ||||||||||||||||||||||||||||||
Median: | 43.7 | 17.2 | x | 3.3 | x | 7.3 | x | 52.0 | ||||||||||||||||||||||||||||||||
Mean: | 47.2 | 12.7 | x | 4.1 | x | 7.9 | x | 52.1 | ||||||||||||||||||||||||||||||||
Independent Power Producers | ||||||||||||||||||||||||||||||||||||||||
Allegheny Energy Inc. | ||||||||||||||||||||||||||||||||||||||||
(NYSE:AYE) | 27.30 | 41.7 | 4,615,174 | 8,523,707 | 9.5 | x | 2.5 | x | 7.3 | x | 3,464,401 | 33.9 | ||||||||||||||||||||||||||||
Calpine Corp. (NYSE:CPN) | 9.66 | 41.4 | 4,085,881 | 14,130,881 | 1.3 | x | 1.6 | x | 9.9 | x | 9,027,000 | 15.7 | ||||||||||||||||||||||||||||
CMS Energy Corp. (NYSE:CMS) | 9.85 | 54.5 | 2,221,221 | 9,162,221 | 22.3 | x | 1.4 | x | 6.3 | x | 6,651,000 | 21.8 | ||||||||||||||||||||||||||||
Constellation Energy Group, Inc. (NYSE:CEG) | 23.25 | 21.5 | 4,148,405 | 9,152,805 | 5.1 | x | 0.4 | x | 4.8 | x | 21,095,100 | 9.0 | ||||||||||||||||||||||||||||
Edison International (NYSE:EIX) | 33.19 | 57.1 | 10,813,667 | 21,544,667 | 8.8 | x | 1.6 | x | 5.6 | x | 13,620,000 | 28.0 | ||||||||||||||||||||||||||||
Emera Inc. (TSX:EMA) | 18.98 | 94.4 | 2,123,308 | 3,861,067 | 13.8 | x | 3.4 | x | 8.1 | x | 1,145,962 | 40.7 | ||||||||||||||||||||||||||||
EPCOR Power L.P. (TSX:EP.UN) | 14.67 | 70.2 | 790,793 | 1,413,711 | 18.5 | x | 3.2 | x | 7.9 | x | 443,383 | 41.1 | ||||||||||||||||||||||||||||
Integrys Energy Group, Inc. (NYSE:TEG) | 43.62 | 80.9 | 3,333,571 | 5,862,771 | 12.8 | x | 0.5 | x | 7.7 | x | 12,590,500 | 5.9 | ||||||||||||||||||||||||||||
Maxim Power Corp. (TSX:MXG) | 2.39 | 39.9 | 130,726 | 193,599 | 10.4 | x | 1.7 | x | 6.2 | x | 113,328 | 27.7 | ||||||||||||||||||||||||||||
Mirant Corporation (NYSE:MIR) | 15.85 | 37.2 | 2,942,933 | 3,065,933 | NM | 3.0 | x | NM | 1,035,000 | NM | ||||||||||||||||||||||||||||||
Northland Power Income Fund (TSX:NPI.UN) | 8.89 | 77.9 | 554,190 | 643,485 | 10.9 | x | 4.1 | x | 8.5 | x | 158,234 | 47.9 | ||||||||||||||||||||||||||||
NRG Energy, Inc. (NYSE:NRG) | 21.75 | 47.5 | 5,068,777 | 12,912,777 | 6.9 | x | 1.9 | x | 5.0 | x | 6,690,000 | 37.7 | ||||||||||||||||||||||||||||
Reliant Energy Inc. (NYSE:RRI) | 5.33 | 18.5 | 1,864,445 | 3,884,809 | 1.7 | x | 0.3 | x | 1.7 | x | 12,435,167 | 18.8 | ||||||||||||||||||||||||||||
The AES Corporation (NYSE:AES) | 6.61 | 29.3 | 4,446,864 | 24,063,864 | 3.6 | x | 1.6 | x | 5.5 | x | 15,407,000 | 28.0 | ||||||||||||||||||||||||||||
TransAlta Corp. (TSX:TA) | 18.95 | 58.8 | 3,744,943 | 6,579,615 | 16.5 | x | 2.5 | x | 8.4 | x | 2,608,626 | 34.5 | ||||||||||||||||||||||||||||
Median: | 47.5 | 9.9 | x | 1.7 | x | 6.8 | x | 28.0 | ||||||||||||||||||||||||||||||||
Mean: | 51.4 | 10.2 | x | 2.0 | x | 6.6 | x | 27.4 | ||||||||||||||||||||||||||||||||
Indeck Maine Energy, LLC* | 65,493 | 1.4 | x | 10.1 | x | 47,504 | 13.73 |
* | LTM financial results through September 2008 |
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Enterprise | Enterprise | |||||||||||
Date | Value | Capacity | Value/ | |||||||||
Announced | Target Name/Business Description | Acquirer Name | ($ MM) | (MW) | Capacity | |||||||
4/10/08 | Sierra Pacific Industries, Loyalton Biomass Plant | Renegy Holdings, Inc. | $13.0 | 20 | 0.7x | |||||||
Biomass power plant in California | ||||||||||||
4/10/08 | Ione Biomass Plant | Renegy Holdings, Inc. | $5.4 | 18 | 0.3x | |||||||
Idle biomass power plant in California | ||||||||||||
3/17/08 | Pacific Northwest Biomass Corp. | Run of River Power Inc. | $2.4 | 30 | 0.1x | |||||||
Owner and operator of biomass power plant development projects | ||||||||||||
2/20/08 | Primary Power International | Fortistar | ND | 119 | NA | |||||||
Five biomass projects in Michigan and Alberta, Canada | ||||||||||||
2/11/08 | Western Biomass Power Corp. | Run of River Power Inc. | $1.5 | NA | NA | |||||||
Wood waste biomass power plant development project | ||||||||||||
11/29/07 | Springfield Power, LLC | Marubeni Sustainable Energy | ND | 16 | NA | |||||||
Wood waste biomass power plant in Springfield, New Hampshire | ||||||||||||
11/26/07 | Susanville Biomass Plant | Renegy Holdings Inc. | $1.3 | 13 | 0.1x | |||||||
Idle wood waste biomass power plant in California | ||||||||||||
8/27/07 | Western Biomass Power Corp. | Run of River Power | $2.2 | NA | NA | |||||||
Engages in wood waste biomass power generation development projects in Canada | ||||||||||||
5/29/07 | AES Central Valley, LLC, Two Plants | Covanta Holding Corp. | $51.0 | 75 | 0.7x | |||||||
Two biomass power plants in California | ||||||||||||
Median | 0.3x | |||||||||||
Average | 0.4x | |||||||||||
8/21/08 | Indeck Maine Energy, LLC | Covanta Holding Corp. | $65.9 | 49 | 1.3x |
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Range | Mean | |||
Implied Enterprise Value: | ||||
Selected Public Company Analysis | $43.2 to $51.4 million | $47.3 million | ||
Discounted Cash Flow Analysis | ~$2.0 million | NM | ||
Estimated Indeck Maine Energy Net Enterprise Value | $65.9 million |
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• | payments due to the Managing Shareholder equal to 1% of amounts to be distributed to shareholders from the Sale pursuant to each Trust’s Declaration of Trust; | |
• | amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses related to the Sale and the related agreements including, but not limited to: |
• | Estimated transaction expenses related to the Sale of $2,156,494. |
• | $6,000,000 from Trust IV’s proceeds, to potentially fund an escrow deposit that may be required pursuant to the Backup Certificate Agreement, as amended, or the Backup Certificate Agreement, attached to this consent statement asAnnex B. (To the extent that this deposit is not made, or it is subsequently returned to Trust IV, it will be available for distribution to Trust IV shareholders). | |
• | Potential liability of the Trusts under the Certificate Sale Support Agreement, as amended, or the Certificate Sale Support Agreement, attached to this consent statement asAnnex E. | |
• | Potential liability of the Sellers totrue-up the obligations of the Sellers of the difference between estimated Net Working Capital paid at closing, as estimated by the Sellers, and the actual Net Working Capital at closing, as provided for in the Purchase and Sale Agreement and described under the heading “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47. | |
• | Potential joint and several liabilities of the Trusts under their guarantees of the obligations pursuant to an agreement with a power marketer for the sale of RPS Attributes (See “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – Renewable Energy Certificate Sales” on page 58). | |
• | Advances which may be made by the Trusts to Indeck Maine pursuant to Section 11.2 of the Purchase and Sale Agreement resulting from casualty or condemnation event(s) (See “THE PURCHASE AND SALE AGREEMENT |
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AND THE ADDITIONAL AGREEMENTS – The Purchase and Sale Agreement” on page 47). |
• | amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses related to litigation matters and any claims or liabilities involving the related Trust, and any adverse settlement or other disposition of such matters and, in the case of Trust V, the liquidation and dissolution of Trust V; | |
• | amounts reasonably determined by the Managing Shareholder to be sufficient to cover the costs, liabilities and expenses related to the ongoing operating activities of the related Trust; and | |
• | in the case of Trust IV only, the repayment to the Managing Shareholder of a loan in the principal amount of $3,000,000 made by the Managing Shareholder to Trust IV, plus estimated interest of $78,750 through January 31, 2009. |
Indeck | ||||||||||||||||
Trust IV | Trust V | Energy | Total | |||||||||||||
Proceeds of Sale (1) | $ | 17,921,474 | $ | 17,921,474 | $ | 31,399,072 | $ | 67,242,020 | ||||||||
Estimated Transaction Expenses (2) | (1,078,247 | ) | (1,078,247 | ) | (921,967 | ) | (3,077,761 | ) | ||||||||
Estimated Net Direct Proceeds (3) | 16,843,227 | 16,843,227 | $ | 30,477,805 | $ | 64,164,259 | ||||||||||
Adjustments (4) | 501,706 | 591,131 | ||||||||||||||
Repayment of loan to Managing Shareholder (5) | (3,078,750 | ) | — | |||||||||||||
Estimated Net Proceeds (2)(3) | $ | 14,266,183 | $ | 17,434,358 | ||||||||||||
Estimated Net Proceeds Per Investor Share (3)(6) | $ | 29,616 | $ | 18,502 | ||||||||||||
(1) | The proceeds of the Sale are calculated as set forth under “THE TRANSACTION – The Sale; Consideration for the Sale” on page 14. | |
(2) | See “THE TRANSACTION – Fees and Expenses of the Sale” on page 39 for a discussion of the fees anticipated to be incurred by the Trusts in connection with the Sale. |
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(3) | Additional amounts discussed above in this section will further reduce actual amounts available for distribution to shareholders. | |
(4) | Represents the estimated deposit reimbursement to be received at January 31, 2009 from Indeck Energy and others pursuant to the terms of the Certificate Sale Support Agreement. | |
(5) | The proceeds of the Sale allocated to Trust IV will be reduced by the repayment of a loan in the principal amount of $3,000,000 made by the Managing Shareholder to Trust IV, plus estimated interest of $78,750 through January 31, 2009. See “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – Renewable Energy Certificate Sales” on page 58. |
(6) | For illustrative purposes only and do not represent actual distributions intended to be made to shareholders. These amounts represent estimated net proceeds per investor share of beneficial interest. As discussed above, these amounts relate to amounts projected to be received by the Trusts, and may not be indicative of amounts to be distributed to shareholders. |
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• | the Backup Certificate Agreement, as amended, by and among Indeck Maine, Ridgewood Providence Power Partners, L.P., or Ridgewood Providence, Ridgewood Rhode Island Generation, LLC, or Ridgewood Rhode Island, Linwood 0708 LLC, or Linwood, Genco, and for certain limited purposes, Ridgewood Power Management, and Covanta, which provides for Indeck Maine to sell a portion of its RPS Attributes (as described below) after the closing of the Sale to certain of its former affiliates in order to satisfy obligations under an agreement with a power marketer to sell RPS Attributes to the power marketer (copies of the Backup Certificate Agreement and the First Amendment to the Backup Certificate Agreement are attached to this consent statement asAnnex B); |
• | the Guaranty of Covanta, as amended, pursuant to which Covanta will guarantee Indeck Maine’s obligations under the Backup Certificate Agreement (copies of the Guaranty of Covanta and the First Amendment to the Guaranty of Covanta are attached to this consent statement asAnnex C); | |
• | the Sellers Omnibus Agreement, as amended, by and among Ridgewood Maine, Indeck Energy and for certain limited purposes the Managing Shareholder, which sets out certain agreements between the Sellers and the Managing Shareholder regarding the Sale, including the allocation and distribution of the Sale proceeds among the Sellers (copies of the Sellers Omnibus Agreement and the First Amendment to the Sellers Omnibus Agreement are attached to this consent statement asAnnex D); | |
• | the Certificate Sale Support Agreement, as amended, by and among Linwood, Ridgewood Rhode Island, Ridgewood Providence, Genco, Indeck Energy, Trust I, Trust III, Trust IV, Trust V, B Fund and the Managing Shareholder, which allocates certain responsibilities and liabilities related to the Backup Certificate Agreement and the underlying agreement with the power marketer among its parties (copies of the Certificate Sale Support Agreement and the First Amendment to the Certificate Sale Support Agreement are attached to this consent statement asAnnex E); and | |
• | the Agency Agreement, as amended, or the Agency Agreement, by and among Ridgewood Providence, Ridgewood Rhode Island, Linwood, Ridgewood Power Management and Indeck Maine, which provides for Indeck Maine to deliver the RPS Attributes sold under the Backup Certificate Agreement to be delivered directly to the power marketer (copies of the Agency Agreement and the First Amendment to the Agency Agreement are attached to this consent statement asAnnex F). |
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• | an amount of cash or liquid short-term investments reasonably determined by the Managing Shareholder to be sufficient to pay the costs and expenses anticipated to be incurred in connection with the maintenance and ultimate settlement or other disposition of then-pending litigation matters and any other claims or liabilities involving Trust V and the costs and expenses of the maintenance, administration and subsequentwind-up of the liquidating trust; | |
• | all rights, obligations and liabilities relating to, or associated with, Trust V’s then-pending litigation matters and any other claims or liabilities or rights involving Trust V and any other matters that arise during the term of the liquidating trust; | |
• | the right to receive any funds that Trust V or the liquidating trust are awarded in connection with the settlement or other disposition of one or more of the litigation matters during the term of the liquidating trust or otherwise; | |
• | the right to receive any amounts remaining in the Deposit described under “THE PURCHASE AND SALE AGREEMENT AND THE ADDITIONAL AGREEMENTS – Renewable Energy Certificate Sales” on page 58; and | |
• | the rights and obligations of Trust V under the Certificate Sale Support Agreement. |
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OTHER PARTIES
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• | an Initial Amount equal to $52,000,000 in cash from Covanta,plus |
• | a payment from Covanta estimated to be $7,832,011 for Net Working Capital, as provided for in the Purchase and Sale Agreement and described below,plus |
• | the assignment by Indeck Maine to the Sellers of certain of its accounts receivable, estimated to be approximately $8,472,000, resulting from the sale of certain RPS Attributes (assuming full collection),plus | |
• | the assignment of any produced but unsold RPS Attributes, estimated to be worth approximately $100,000 (assuming full realization),minus |
• | a retention amount equal to $1,105,118, which amount represents an estimate of aggregate payments to be made by Covanta to all employees of Ridgewood Power Management working at the sites of the projects owned by Indeck Maine, as retention bonuses and severance payments,minus |
• | a vacation accrual amount equal to $56,873, which amount represents an estimate of vacation payments for employees of Ridgewood Power Management working at the sites of the projects owned by Indeck Maine that are accrued and unused prior to the closing of the Sale. |
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• | Covanta’s representations and warranties must be accurate as of closing. | |
• | Covanta must have materially performed and complied with all of its covenants, agreements and obligations under the Purchase and Sale Agreement through closing. | |
• | The Sellers must have received all of the requisite approvals listed in the Purchase and Sale Agreement. | |
• | Covanta must have received all of the requisite approvals listed in the Purchase and Sale Agreement. | |
• | There must not be any injunction, judgment, order, decree or ruling in effect preventing the completion of the Sale. |
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• | Any applicable approvals required from, or any waiting periods imposed by, any governmental authority necessary to complete the Sale (including, under theHart-Scott-Rodino Antitrust Trust Improvements Act of 1976, or the HSR Act, and under Section 203(a) of the Federal Power Act) must have been received or expired or otherwise been terminated, respectively. | |
• | The shareholders of each of Trust IV and Trust V must have approved the Sale. | |
• | Certain agreements related to the Sale (including those described in this section) must be in full force and effect. | |
• | Covanta must have delivered the requisite certificates and a preliminary non-binding tax allocation schedule to the Sellers (as applicable). |
• | The representations and warranties of each of the Sellers must be accurate as of closing. | |
• | Each of the Sellers must have materially performed and complied with all of its covenants, agreements and obligations under the Purchase and Sale Agreement through closing. | |
• | Covanta must have received all of the requisite approvals listed in the Purchase and Sale Agreement. | |
• | The Sellers must have received all of the requisite approvals listed in the Purchase and Sale Agreement. | |
• | There must not be any injunction, judgment, order, decree or ruling in effect preventing the completion of the Sale or that materially affects Indeck Maine or either of the projects owned by Indeck Maine or the real property and improvements that are part of, or are used (or usable) in connection with such projects. | |
• | Any applicable approvals required from, or any waiting periods imposed by, any governmental authority necessary to complete the Sale (including, under the HSR Act and under Section 203(a) of the Federal Power Act) must have been received or expired or otherwise been terminated. | |
• | The Indeck Maine Notes must have been discharged in full and cancelled. | |
• | Certain agreements related to the Sale (including those described in this section) and certain indemnifications running to Covanta from the Managing Shareholder (with respect to litigation involving the Trusts’ former accountants) and from Ridgewood Providence and Ridgewood Rhode Island, owners of landfill gas generating projects in Rhode Island (with respect to the agreement with the power marketer described above), must be in full force and effect. | |
• | The Sellers must have obtained all requisite third-party consents (or waivers), permits, approvals, notices and other authorizations. | |
• | The Amended and Restated Operating Agreement between Indeck Maine and Ridgewood Power Management must have been terminated. |
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• | The Sellers must have notified the power marketer described above that the assignment of Indeck Maine’s rights and obligations under the agreement with that power marketer is effective at the closing. | |
• | The Sellers must have delivered the requisite transfer documents and closing certificates to Covanta. |
• | Indeck Maine must have extended or replaced existing power transmission agreements relating to its projects on substantially similar terms as those currently existing. |
• | By the mutual written consent of the Sellers and Covanta. | |
• | By either Covanta or the Sellers upon a material breach by the other party of any representation, warranty or covenant in the Purchase and Sale Agreement and the breach continues without cure for a period of 60 days after notice of the breach. | |
• | By either Covanta or the Sellers if the closing does not occur on or before January 31, 2009, unless extended to February 28, 2009, as provided in the Purchase and Sale Agreement, or the Termination Date, due to the failure of the other party to satisfy any of the closing conditions for which it is responsible, unless the failure results primarily from the non-breaching party breaching any representation, warranty or covenant or failing to fulfill any of its obligations under the Purchase and Sale Agreement. | |
• | By either Covanta or the Sellers upon the valid issuance of an order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the closing, that is not terminated, lifted, vacated or otherwise rendered irrelevant within 90 days after issuance (except that the party seeking to terminate the Purchase and Sale Agreement must use commercially reasonable efforts to prevent the entry of, and to remove, such order, judgment or decree). | |
• | By either Covanta or the Sellers if any law is enacted by any governmental authority that, directly or indirectly, prohibits the consummation of the Sale; | |
• | By either Covanta or the Sellers, if the other party becomes bankrupt or insolvent. | |
• | By either Covanta or the Sellers, if either party has receives notice from any person from whom any consent, permit, approval, release or other authorization is required to satisfy their conditions to close the Sale that such person refuses to grant such waiver, consent, permit, approval, release or other authorization and such person’s refusal cannot be remedied or otherwise addressed by the Termination Date. |
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• | By the Sellers, if the Sellers cannot obtain the approval of the shareholders of the Trusts to an equitable adjustment of the purchase price for the interests in Indeck Maine using commercially reasonable efforts, if such an adjustment becomes necessary under the Purchase and Sale Agreement as a result of a casualty or condemnation of one of the projects owned by Indeck Maine. | |
• | By the Sellers at any time before obtaining the approval of the shareholders of the Trusts for a superior proposal for the Sale from another party, provided that Covanta had been given notice of a proposed alternate transaction and the right, exercisable by written notice within a period 10 days of such notice, to match the terms of any such superior proposal and provided that the Sellers pay to Covanta a termination fee equal to five percent of the purchase price upon closing of such superior proposal if such closing occurs within one year after termination. | |
• | By Covanta in the event that the Sellers and Covanta fail to reach agreement on an equitable adjustment of the purchase price within the 30 days following an election by the Sellers not to cause or failure to complete the restoration, repair or replacement of a major casualty or a condemnation. | |
• | By Covanta in the event of a willful and material breach by the Sellers (directly or indirectly, though any director, officer or counsel) of the exclusivity covenants set forth in the Purchase and Sale Agreement. | |
• | By Covanta in the event that the Sellers commence negotiation or discussions with any third party that has made an unsolicited bona fide written proposal for an alternate transaction that the Managing Shareholder has determined in good faith constitutes or is reasonably likely to lead to a superior proposal. |
• | The organization, standing and corporate power of Indeck Maine. | |
• | The ownership by the Sellers of good and valid title to all of the Interests in Indeck Maine, free and clear of liens or other encumbrances. | |
• | Indeck Maine’s compliance with laws. |
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• | Non-contravention with other agreements or arrangements. | |
• | Compliance with permits and other governmental approvals and authorizations held by Indeck Maine and limitations on restrictions to transfer such permits, approvals and authorizations. | |
• | Rights in Indeck Maine as to its profits and losses and with respect to agreements and understandings with, or relating to, the management of, or any shareholder or equity rights in, Indeck Maine. | |
• | Rights in the real property of Indeck Maine and assets located at the Indeck Maine project sites. | |
• | The absence of ownership by Indeck Maine of any assets, interests or business including any interests in any joint venture, partnership, proprietorship, corporation or other business entity, other than those related to the projects owned by Indeck Maine and other than as set forth in the agreement with the power marketer. | |
• | The absence of undisclosed written contracts or agreements providing for the sale of any amount of capacity, energy or environmental attributes from the projects owned by Indeck Maine (whether or not entered into in the ordinary course of business), and the disclosure in the Purchase and Sale Agreement of all material contracts to which Indeck Maine is a party. | |
• | The absence of any pending or, to Sellers’ knowledge, threatened actions, suits, claims, demands or other proceedings that would be reasonably likely to result in a material adverse effect on Indeck Maine or either project. | |
• | The validity and effect of all insurance policies held by Indeck Maine insuring the projects owned by Indeck Maine and the absence of the receipt by Indeck Maine of any notice of termination or cancellation on any such policy. | |
• | The absence of any direct hiring of any employees by Indeck Maine since 1999, the disclosure in the Purchase and Sale Agreement of a list of all benefit plans in which the Ridgewood Power Management employees who operate the projects owned by Indeck Maine participate, and the provision that no such benefit plan would reasonably result in a payment or the provision of benefits as a result of the Sale. | |
• | Compliance by Indeck Maine with environmental laws, possession of all environmental permits needed to operate its business and the projects owned by Indeck Maine (other than as set forth in the Purchase and Sale Agreement), and the absence to Seller’s knowledge of any environmental liabilities that could have a material adverse effect on any project that is not disclosed in the Purchase and Sale Agreement. | |
• | The absence of the receipt by Indeck Maine of notice of any pending or threatened condemnation proceeding that could reasonably be expected to have a Material Adverse Effect, as such term is defined in the Purchase and Sale Agreement, other than as set forth in the Purchase and Sale Agreement. | |
• | The completeness and accuracy in all material respects of the Indeck Maine minute books and financial records previously provided by the Sellers to Covanta. |
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• | The fair presentation of the financial condition of Indeck Maine, consistent with generally accepted accounting principles, by the Indeck Maine balance sheet as of September 30, 2008 that was delivered to Covanta. | |
• | Indeck Maine’s liabilities as of the closing, which, to the Seller’s knowledge, will only include liabilities included in the balance sheet described above, current liabilities incurred in the ordinary course of business, and liabilities incurred in compliance with the Purchase and Sale Agreement that are not in excess of $500,000 (except as set forth in the Purchase and Sale Agreement). | |
• | Indeck Maine having filed (or having caused to be filed) all required tax returns, those tax returns are true and correct in all material respects, and all taxes required to be paid by Indeck Maine have been fully paid or disclosed and fully provided for in Indeck Maine’s financial statements. | |
• | The absence, to the knowledge of the Sellers, of either the Sellers or Indeck Maine having taken any action since May 31, 2008 that would breach the provisions in the Purchase and Sale Agreement relating to the operation of the projects owned by Indeck Maine. |
• | Covanta’s status as a party to an agreement with Merrill Lynch & Co. requiring the payment of fees in connection with the Sale. | |
• | The absence of any liability or obligation of Covanta to pay any fees or commissions to any other broker, finder or agent with respect to the Sale for which the Sellers could become liable or obligated. | |
• | No action, suit, claim, demand or other proceeding is pending or, to Covanta’s knowledge, threatened that would be reasonably likely to result in a material adverse effect on Covanta’s ability to execute and deliver the Purchase and Sale Agreement and the other agreements to which Covanta is a party or to perform its obligations or that questions the validity of the Purchase and Sale Agreement or the other agreements to which Covanta is a party or of any action taken or to be taken pursuant to or in connection with the provisions of the Purchase and Sale Agreement or other agreements described in this section. | |
• | Covanta has no knowledge of any breach by the Sellers of any representation or warranty contained in the Purchase and Sale Agreement, or of any condition or circumstance that would excuse Covanta from performance of its obligations under the Purchase and Sale Agreement or the other agreements to which Covanta is a party. |
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• | Covanta has sufficient funds available to it to pay the purchase price on the closing date and to pay the working capital payment and to enable Covanta to perform all of its obligations under the Purchase and Sale Agreement and the other agreements to which Covanta is a party. |
• | Amend its organizational documents or undertake any recapitalization, reorganization, liquidation, dissolution or winding up. | |
• | Except as provided in the Sellers Agreement, issue any equity Interests. | |
• | Sell, lease, transfer or otherwise dispose of, any assets, other than as used, consumed or replaced in the ordinary course of business consistent with good engineering practices, or materially encumber, pledge, mortgage or suffer to be imposed on any assets any material encumbrance other than permitted encumbrances. | |
• | Terminate, materially amend, permit the lapse of or fail to renew or otherwise materially modify any material project contract or permit other than in the ordinary course of business, as required by any governmental authority, as may be required in connection with any applicable law, or as may be required in connection with transferring the Sellers’ rights or obligations thereunder to Covanta. | |
• | Enter into or assign any project contract requiring payments by or to Indeck Maine in excess of $250,000 or, except as set forth in the Purchase and Sale Agreement, incur indebtedness in excess of $250,000 that would remain outstanding after the closing, other than in the ordinary course of the Indeck Maine’s business or in response to an emergency situation. | |
• | Make any tax election or revoke any tax election, change the method of tax accounting, amend any tax Return, settle or compromise any claim, notice, audit report or assessment in respect of taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of taxes, or make any other agreement with respect to an amount of taxes in excess of $10,000. | |
• | Elect to be taxed as a corporation for federal or any state income tax purposes. | |
• | Make any expenditure to operate and maintain the projects owned by Indeck Maine in excess of $250,000 per individual expenditure, other than (i) in the ordinary course of the Indeck Maine’s business or (ii) in response to an emergency situation. | |
• | Make any capital expenditure in excess of $250,000 per individual expenditure that is not in accordance with the capital commitments included in the Purchase and Sale Agreement, except for (i) those capital expenditures necessitated by good engineering practice, with respect to which the Sellers shall advise Covanta of the proposed incurrence thereof not less than ten days prior to the time the capital expenditures are to be made, (ii) capital expenditures made in the ordinary course of the Indeck |
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Maine’s business and (iii) capital expenditures made in response to an emergency situation. |
• | Except as set forth in the Purchase and Sale Agreement, hire or engage any person as an employee or service provider; or make any wage or benefit adjustment for any person performing services for Indeck Maine, except as required by applicable laws. | |
• | Change any of its financial accounting methods, policies or practices, except as required by generally accepted accounting principles. | |
• | Make any loans or advances to any person or entity, or make any guarantee for the benefit of any person or entity. | |
• | Declare, make or pay any dividends or equity distributions to the Sellers, or pay any other return of or on the capital investments of the Sellers, including any payment of principal of or interest on the Indeck Maine Notes other than (i) as provided in the Sellers Omnibus Agreement, and (ii) the transfer by Indeck Maine pursuant to the terms of the Backup Agreement of all of its right, title and interest in and to the Deposit described below. | |
• | Except as set forth in the Purchase and Sale Agreement, pay, discharge, settle, satisfy or compromise any (i) liabilities or obligations, except in the ordinary course of business, or (ii) claims or any actions or proceedings or otherwise waive any rights, which in either case would result in a material adverse effect on the Indeck Maine or any project owned by Indeck Maine. | |
• | Acquire, merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any assets or business of, any person or any other business organization or division thereof. | |
• | Enter into any agreement, or otherwise become obligated, to take any of the foregoing actions. | |
• | Make any material change to the timing, duration, scope, cost or nature of any scheduled outage for the projects owned by Indeck Maine. |
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• | choose to make completion of those repairs, replacements or restoration a closing condition and the closing will be postponed by a reasonable time for that completion, as agreed by Covanta and the Sellers; or | |
• | allow the closing to occur prior to the completion of those repairs, replacements or restoration, provided that the Sellers must agree to cause the completion of those repairs, replacements or restoration after the closing. |
• | Indeck Maine will be treated as terminating pursuant to Internal Revenue Code Section 708(b)(1)(A); | |
• | the Sellers shall report the gain or loss on the Sale of the Interests in accordance with Internal Revenue Code Section 741; and | |
• | Covanta will treat the acquisition as if the Indeck Maine made a liquidating distribution of its assets to the Sellers and, immediately following such liquidating distribution, Covanta acquired by purchase all of Indeck Maine’s assets. |
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• | any third party claim against any Seller based on Covanta’s ownership or operation of Indeck Maine on or after the date of closing; | |
• | all environmental liabilities arising on or after the date of closing; and | |
• | a breach of Covanta’s obligations under the Employee Transfer Agreement; |
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• | has losses from dispositions of other capital assets in the current year; | |
• | has suspended passive activity losses from prior years; | |
• | has taxable income from other sources; and | |
• | is subject to the alternative minimum tax. |
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Position with the Trusts and the | ||||||||||
Name | Age | Managing Shareholder | Officer Since | |||||||
Randall D. Holmes | 61 | President and Chief Executive Officer | 2004 | |||||||
Robert E. Swanson | 61 | Chairman | 1997 | |||||||
Jeffrey H. Strasberg | 51 | Executive Vice President and Chief Financial Officer | 2007 | |||||||
Daniel V. Gulino | 48 | Senior Vice President, General Counsel and Secretary | 2000 |
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• | each executive officer of Trust V (there are no directors); and | |
• | all of the executive officers of Trust V, as a group. |
Name of beneficial owner | Number of shares (1) | Percent | ||||||
Ridgewood Renewable Power LLC (Managing Shareholder) Robert E. Swanson, controlling member | 1.66 | * | ||||||
Robert E. Swanson, Chairman, individually | 0.15 | * | ||||||
Executive officers of Trust V, as a group | 1.81 | * |
* | Represents less than one percent. |
(1) | Does not include a management share in Trust V representing the beneficial interests and management rights of the Managing Shareholder in its capacity as Managing Shareholder of Trust V. The management share owned by the Managing Shareholder is the only issued and outstanding management share of Trust V. The management rights of the Managing Shareholder are described in further detail in “MANAGEMENT OF THE TRUSTS” on page 68. |
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![- s - Robert E. Swanson](https://capedge.com/proxy/PRER14A/0000950123-08-016213/y71441r2y7144102.gif)
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1. | Definitions | A-6 | ||||||
2. | Purchase And Sale Of Interests | A-17 | ||||||
2.1 Purchase and Sale of Interests | A-17 | |||||||
2.2 Closing | A-17 | |||||||
2.3 Payments to Sellers | A-17 | |||||||
3. | Representations And Warranties as to Sellers and Interests | A-18 | ||||||
3.1 Organization of Sellers | A-18 | |||||||
3.2 Authorization of Transaction | A-18 | |||||||
3.3 Noncontravention | A-18 | |||||||
3.4 Brokers’ Fees | A-19 | |||||||
3.5 No Other Indebtedness | A-19 | |||||||
4. | Representations And Warranties as to Company and Projects | A-19 | ||||||
4.1 Organization of Company | A-19 | |||||||
4.2 Equity Interests | A-19 | |||||||
4.3 Title to Assets | A-20 | |||||||
4.4 Noncontravention | A-20 | |||||||
4.5 Legal and Other Compliance; Permits | A-20 | |||||||
4.6 Project Contracts | A-21 | |||||||
4.7 Insurance | A-22 | |||||||
4.8 Litigation | A-22 | |||||||
4.9 Employees and Employee Benefits | A-22 | |||||||
4.10 Environmental Matters | A-22 | |||||||
4.11 Condemnation | A-23 | |||||||
4.12 Company Balance Sheet | A-23 | |||||||
4.13 Books and Records | A-23 | |||||||
4.14 No Undisclosed Liabilities | A-23 | |||||||
4.15 Taxes | A-24 | |||||||
4.16 Operations | A-24 | |||||||
4.17 Disclaimers | A-24 | |||||||
5. | Representations And Warranties Of Buyer | A-25 | ||||||
5.1 Organization of Buyer | A-25 | |||||||
5.2 Authorization of Transaction | A-25 | |||||||
5.3 Noncontravention | A-26 | |||||||
5.4 Brokers’ Fees | A-26 | |||||||
5.5 Litigation | A-26 | |||||||
5.6 No Knowledge of Sellers’ Breach | A-26 | |||||||
5.7 Availability of Funds | A-26 | |||||||
5.8 “As Is” Sale | A-26 | |||||||
5.9 Purchase for Investment | A-27 | |||||||
5.10 Qualified Buyer | A-27 | |||||||
5.11 Defense Production Act | A-27 |
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6. | Covenants of Sellers | A-27 | ||||||
6.1 General | A-27 | |||||||
6.2 Notices, Consents and Approvals | A-27 | |||||||
6.3 Operation of Business | A-28 | |||||||
6.4 Full Access | A-30 | |||||||
6.5 Intentionally Left Blank | A-31 | |||||||
6.6 Interim Period Notice; Schedule Update | A-31 | |||||||
6.7 Further Assurances | A-31 | |||||||
6.8 Insurance | A-31 | |||||||
6.9 Access after Closing | A-31 | |||||||
6.10 Exclusivity | A-32 | |||||||
6.11 Affiliate Transactions | A-33 | |||||||
6.12 Bank Statements | A-33 | |||||||
6.13 Disclosure of Violations or Defaults | A-33 | |||||||
6.14 Replacement Insurance Policies | A-33 | |||||||
6.15 Interim Period Notice | A-33 | |||||||
6.16 Assignment, Assumption, Release and Amendment Agreement | A-33 | |||||||
7. | Covenants of Buyer | A-34 | ||||||
7.1 General | A-34 | |||||||
7.2 Notices, Consents and Approvals | A-34 | |||||||
7.3 Interim Period Notice | A-35 | |||||||
7.4 Further Assurances | A-35 | |||||||
7.5 Access after Closing | A-35 | |||||||
7.6 Discharge of Environmental Liabilities | A-35 | |||||||
7.7 Use of Name | A-36 | |||||||
8. | Conditions To Obligation To Close | A-36 | ||||||
8.1 Conditions to Obligation of Buyer to Close | A-36 | |||||||
8.2 Conditions to Obligation of Sellers to Close | A-38 | |||||||
9. | Confidentiality | A-39 | ||||||
9.1 Confidentiality | A-39 | |||||||
10. | Taxes | A-40 | ||||||
10.1 Liability for Taxes | A-40 | |||||||
11. | Risk of Loss; Indemnification; Remedies | A-42 | ||||||
11.1 Survival of Representations and Warranties; Survival of Covenants and Agreements | A-42 | |||||||
11.2 Risk of Loss | A-43 | |||||||
11.3 Effect of Closing | A-44 | |||||||
11.4 Indemnity by Buyer | A-45 | |||||||
11.5 [Intentionally Left Blank] | A-45 | |||||||
11.6 Limitations on Liability | A-45 | |||||||
11.7 Waiver and Release by Seller | A-46 | |||||||
11.8 Remedies | A-46 | |||||||
11.9 Matters Involving Third Parties | A-47 | |||||||
11.10 Net of Insurance | A-47 |
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12. | Termination | A-48 | ||||||
12.1 Termination of Agreement | A-48 | |||||||
12.2 Effect of Termination | A-49 | |||||||
13. | Miscellaneous | A-49 | ||||||
13.1 Press Releases and Public Announcements | A-49 | |||||||
13.2 No Third Party Beneficiaries | A-49 | |||||||
13.3 No Joint Venture | A-49 | |||||||
13.4 Entire Agreement | A-49 | |||||||
13.5 Succession and Assignment | A-49 | |||||||
13.6 Counterparts | A-49 | |||||||
13.7 Headings | A-50 | |||||||
13.8 Notices | A-50 | |||||||
13.9 Governing Law | A-51 | |||||||
13.10 Change in Law | A-51 | |||||||
13.11 Consent to Jurisdiction | A-51 | |||||||
13.12 Amendments and Waivers | A-51 | |||||||
13.13 Severability | A-51 | |||||||
13.14 Expenses | A-51 | |||||||
13.15 Construction | A-52 | |||||||
13.16 Incorporation of Exhibits and Schedules | A-52 | |||||||
13.17 Specific Performance | A-52 | |||||||
13.18 Good Faith Covenant | A-52 |
Exhibit A | — | The Projects | ||
Exhibit B | — | Form of Transfer and Assignment Agreement | ||
Exhibit C | — | Agency Agreement | ||
Exhibit D | — | Form of Employee Transfer Agreement | ||
Exhibit E | — | RRP Indemnification Agreement | ||
Exhibit F | — | Backup Agreement | ||
Exhibit G | — | Sellers Omnibus Agreement | ||
Exhibit H | — | Form of Sellers’ Title Company Affidavit | ||
Exhibit I | — | Form of Daily Production Report | ||
Exhibit J | — | Form of Buyer Guaranty | ||
Exhibit K | — | Section 4.2(c) Indemnification Agreement | ||
Exhibit L | — | Escrow Agreement |
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SCHEDULES | ||||
Schedule 1 | — | Sellers’ Existing Interests | ||
Schedule 2 | — | Demand Notes and Additional Interests | ||
Schedule 3 | — | Sellers’ Approvals | ||
Schedule 3.3 | — | Noncontravention — Sellers | ||
Schedule 4 | — | Buyer’s Approvals | ||
Schedule 4.3(a) | — | Permitted Encumbrances | ||
Schedule 4.3(b) | — | Title Commitments | ||
Schedule 4.3(c) | — | Real Property | ||
Schedule 4.3(d) | — | Assets at Project Sites not owned by the Company | ||
Schedule 4.4 | — | Noncontravention — Company | ||
Schedule 4.5(a) | — | Legal Compliance | ||
Schedule 4.5(b)(i) | — | Permits | ||
Schedule 4.5(b)(ii) | — | Permits — Noncompliance | ||
Schedule 4.6(a) | — | Project Contracts | ||
Schedule 4.6(b) | — | Defaults | ||
Schedule 4.7 | — | Insurance | ||
Schedule 4.8 | — | Litigation | ||
Schedule 4.9(a) | — | Operating Employee Plans | ||
Schedule 4.9(d) | — | Post-Retirement Benefits | ||
Schedule 4.9(e) | — | Operating Employee Plan Commitments | ||
Schedule 4.10 | — | Environmental Matters | ||
Schedule 4.11 | — | Condemnation | ||
Schedule 4.14 | — | No Undisclosed Liabilities | ||
Schedule 4.15 | — | Taxes | ||
Schedule 4.16 | — | Covenants | ||
Schedule 5 | — | Capital Commitments | ||
Schedule 6.3(e) | — | Transaction-related Expenses | ||
Schedule 6.3(j) | — | New Employees/Service Providers | ||
Schedule 6.3(n) | — | Settlements | ||
Schedule 6.11 | — | Affiliate Transactions | ||
Schedule 6.12 | — | Bank Statements | ||
Schedule 8.1(i) | — | Third Party Consents |
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11. | Risk of Loss; Indemnification; Remedies. |
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12. | Termination. |
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13. | Miscellaneous |
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947 Linwood Avenue
Ridgewood, NJ 07450
Fax:(201) 447-0474
7 Times Square
New York, NY10036-7311
Fax: (212) 916 2940
600 North Buffalo Grove Road, Suite 300
Buffalo Grove, Illinois 60089
Fax:(847) 520-3235
600 North Buffalo Grove Road, Suite 300
Buffalo Grove, Illinois 60089
Fairfield, NJ 07004
Attn: General Counsel
Tel:(973) 882-7160
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Columbia Square
555 Thirteenth St. NW
Washington, DC 20004
Attn: Robert B. Pender
Tel:(202) 637-6814
Fax:(202) 637-5910
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By: | /s/ Anthony J. Orlando |
Title: | President and Chief Executive Officer |
By: | Ridgewood Penobscot Management Corporation, Manager | |
By: | /s/ Randall D. Holmes |
Title: | President |
By: | /s/ Joseph M. Oskorep |
Title: | Vice President & Controller |
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By: | /s/ Randall D. Holmes |
Title: | President and Chief Executive Officer |
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Exhibit A | — | The Projects | ||
Exhibit B | — | Form of Transfer and Assignment Agreement | ||
Exhibit C | — | Agency Agreement* | ||
Exhibit D | — | Form of Employee Transfer Agreement | ||
Exhibit E | — | RRP Indemnification Agreement | ||
Exhibit F | — | Backup Certificate Agreement* | ||
Exhibit G | — | Sellers Omnibus Agreement* | ||
Exhibit H | — | Form of Sellers’ Title Company Affidavit | ||
Exhibit I | — | Form of Daily Production Report | ||
Exhibit J | — | Form of Buyer Guaranty* | ||
Exhibit K | — | Section 4.2(c) Indemnification Agreement | ||
Exhibit L | — | Escrow Agreement | ||
SCHEDULES | ||||
Schedule 1 | — | Sellers’ Existing Interests | ||
Schedule 2 | — | Demand Notes and Additional Interests | ||
Schedule 3 | — | Sellers’ Approvals | ||
Schedule 3.3 | — | Noncontravention — Sellers | ||
Schedule 4 | — | Buyer’s Approvals | ||
Schedule 4.3(a) | — | Permitted Encumbrances | ||
Schedule 4.3(b) | — | Title Commitments | ||
Schedule 4.3(c) | — | Real Property | ||
Schedule 4.3(d) | — | Assets at Project Sites not owned by the Company | ||
Schedule 4.4 | — | Noncontravention — Company | ||
Schedule 4.5(a) | — | Legal Compliance | ||
Schedule 4.5(b)(i) | — | Permits | ||
Schedule 4.5(b)(ii) | — | Permits — Noncompliance | ||
Schedule 4.6(a) | — | Project Contracts | ||
Schedule 4.6(b) | — | Defaults | ||
Schedule 4.7 | — | Insurance | ||
Schedule 4.8 | — | Litigation | ||
Schedule 4.9(a) | — | Operating Employee Plans | ||
Schedule 4.9(d) | — | Post-Retirement Benefits | ||
Schedule 4.9(e) | — | Operating Employee Plan Commitments | ||
Schedule 4.10 | — | Environmental Matters | ||
Schedule 4.11 | — | Condemnation | ||
Schedule 4.14 | — | No Undisclosed Liabilities | ||
Schedule 4.15 | — | Taxes | ||
Schedule 4.16 | — | Covenants | ||
Schedule 5 | — | Capital Commitments | ||
Schedule 6.3(e) | — | Transaction-related Expenses | ||
Schedule 6.3(j) | — | New Employees/Service Providers | ||
Schedule 6.3(n) | — | Settlements | ||
Schedule 6.11 | — | Affiliate Transactions | ||
Schedule 6.12 | — | Bank Statements | ||
Schedule 8.1(i) | — | Third Party Consents |
* | The fully executed form of this attachment is filed as a separate exhibit to this report. |
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PURCHASE AND SALE AGREEMENT
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By: | /s/ Anthony J. Orlando |
Title: | President and Chief Executive Officer |
By: | Ridgewood Penobscot Management Corporation, Manager |
By: | /s/ Randall D. Holmes |
Title: | President |
By: | /s/ Joseph M. Oskorep |
Title: | Vice President & Controller |
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By: | /s/ Randall D. Holmes |
Title: | President and Chief Executive Officer |
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• | Plattco double dump valves for West Enfield — $115,000 amount expected to be incurred in the second calendar quarter of 2009, |
• | Set of Truck Dump Cylinders for each of West Enfield and Jonesboro — $17,500 total expense taking into account the requirements of both plants expected to be incurred in the third calendar quarter of 2009, |
• | Stationary Crane for Truck Dumpers for Jonesboro — $35,000 amount expected to be incurred in the second quarter of 2009. |
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Schedule 2.4(b)
Sample Working Capital Calculation
Using September 30, 2008 Balances
Balance Sheet/Working Capital Calculation
as of September 30, 2008
Working Capital | ||||||
Calc | ||||||
Assets | ||||||
100-01-00-000 Cash: Wachovia Operating | 65,493 | |||||
101-04-00-000 Cash: Capital One Custody Account | 3,862,932 | |||||
103-01-00-402 Petty Cash — W. Enfield | 5,000 | |||||
110-01-00-401 Accounts Receivable — W. Enfield | 4,752,415 | |||||
110-01-00-402 Accounts Receivable — Jonesboro | 4,575,635 | |||||
145-02-00-401 Fuel Inventory — W Enfield | 438,714 | |||||
145-02-00-402 Fuel Inventory — Jonesboro | 531,066 | |||||
145-03-00-401 Round Wood Inventory West Enfield | 125,289 | |||||
145-03-00-402 Round Wood Inventory Jonesboro | 49,557 | |||||
115-01-00-401 Prepaid Insurance — W. Enfield | 49,693 | |||||
115-03-00-000 Other Prepaid Expenses | 116,164 | |||||
115-01-00-402 Prepaid Insurance — Jonesboro | 49,166 | |||||
125-01-00-000 Interest Receivable | 10,787 | |||||
180-00-00-000 Deposits | 2,302,719 | |||||
Liabilities | ||||||
200-01-p00-000 Accounts Payable & Accrued Expenses | (813,281 | ) | ||||
230-00-00-030 Intercompany Payable — RPMCo. | (291,359 | ) | ||||
220-04-00-000 Note Payable — Cat | (126,451 | ) | ||||
220-05-00-000 Note Payable — JB Cat Loader | (229,951 | ) | ||||
15,473,588 | ||||||
Less: | ||||||
Constellation Deposit* | (2,175,000 | ) | ||||
RECs Accounts Receivable** | (8,341,165 | ) | ||||
Working Capital @ | 4,957,423 | |||||
9/30/08*** |
* | Reflects cash deposit made to Constellation and is excluded per Section 2.4(b) of the Purchase and Sale Agreement |
** | Reflects the transfer at Closing of Accounts Receivable for Pre-Closing REC Rights in excess of the Dominion REC Rights |
*** | In no event shall the calculation of either the Estimated Net Working Capital or the Closing Net Working Capital include any receivable from Linwood or such other entity as contemplated by Section 2.4(b) of the Purchase and Sale Agreement. |
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Ridgewood Rhode Island Generation, LLC &
Linwood 0708 LLC
Rhode Island LFG Genco, LLC
947 Linwood Avenue
Ridgewood, NJ 07450
Fax:(201) 447-0474
40 Lane Road
Fairfield, NJ 07004
Attn: General Counsel
Tel:(973) 882-7160
Fax:(973) 882-7357
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40 Lane Road
Fairfield, NJ 07004
Attn: General Counsel
Tel:(973) 882-7160
Fax:(973) 882-7357
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LINWOOD 0708 LLC | ||||||
INDECK MAINE ENERGY, LLC | ||||||
By: | Ridgewood Renewable Power LLC, its Manager | |||||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RIDGEWOOD RHODE ISLAND GENERATION, LLC | RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P. | |||||
By: | Ridgewood Management Corporation, its Manager | By: | Ridgewood Providence Power Corporation, its General Partner | |||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RHODE ISLAND LFG GENCO, LLC | ||||||
By: | Ridgewood Renewable Power LLC, its Manager | |||||
By: | /s/ Randall D. Holmes | |||||
Name: Randall D. Holmes | ||||||
Title: President and Chief Executive Officer | ||||||
Acknowledged and agreed to as of the date first written above: | ||||||
COVANTA ENERGY CORPORATION, solely as to Section 5(b) hereof | ||||||
By: | /s/ Anthony J. Orlando | |||||
Name: Anthony J. Orlando | ||||||
Title: President And Chief Executive Officer |
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RIDGEWOOD POWER MANAGEMENT LLC, as agent under the Agreement | ||||||
By: | Ridgewood Management Corporation, its Manager | |||||
By: | /s/ Randall D. Holmes | |||||
Name: Randall D. Holmes | ||||||
Title: President and Chief Executive Officer |
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LINWOOD 0708 LLC | ||||||
INDECK MAINE ENERGY, LLC | ||||||
By: | Ridgewood Renewable Power LLC, its Manager | |||||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RIDGEWOOD RHODE ISLAND GENERATION, LLC | RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P. | |||||
By: | Ridgewood Management Corporation, its Manager | By: | Ridgewood Providence Power Corporation, its General Partner | |||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RHODE ISLAND LFG GENCO, LLC | ||||||
By: | Ridgewood Renewable Power LLC, its Manager | |||||
By: | /s/ Randall D. Holmes | |||||
Name: Randall D. Holmes | ||||||
Title: President and Chief Executive Officer | ||||||
Acknowledged and agreed to as of the date first written above for purposes of Section 8 only: | ||||||
COVANTA ENERGY CORPORATION | ||||||
By: | /s/ Anthony J. Orlando | |||||
Name: Anthony J. Orlando | ||||||
Title: President And Chief Executive Officer |
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RIDGEWOOD POWER MANAGEMENT LLC, as agent under the Agreement | ||||||
By: | Ridgewood Management Corporation, its Manager | |||||
By: | /s/ Randall D. Holmes | |||||
Name: Randall D. Holmes | ||||||
Title: President and Chief Executive Officer |
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Indeck Maine Energy 11/08 | ||
Forecast Certificate Delivery | ||
Delivery Month | Constellation CPSA | |
July 2008 | 0 | |
October/November 2008 | 48,591 | |
January 2009 | 89,955 | |
April 2009 | 64,500 |
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Ridgewood Rhode Island Generation, LLC,
Linwood 0708 LLC
947 Linwood Avenue
Ridgewood, NJ 07450
Fax:(201) 447-0474
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By: | /s/ Anthony J. Orlando |
Title: | President and Chief Executive Officer |
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By: | /s/ Anthony J. Orlando |
Title: | President and Chief Executive Officer |
By: | Ridgewood Providence Power Corporation, its General Partner |
By: | /s/ Randall D. Holmes |
Title: | President and Chief Executive Officer |
By: | Ridgewood Management Corporation, its Manager |
By: | /s/ Randall D. Holmes |
Title: | President and Chief Executive Officer |
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By: | Ridgewood Renewable Power LLC, its Manager |
By: | /s/ Randall D. Holmes |
Title: | President and Chief Executive Officer |
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By: | Ridgewood Penobscot Management Corporation, Manager |
By: | /s/ Randall D. Holmes |
Title: | President |
By: | /s/ Joseph M. Oskorep |
Title: | Vice President & Controller |
solely as to Sections 2(e), 6, 9(b) and 13
By: | /s/ Douglas R. Wilson |
Title: | Senior Vice President |
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By: | Ridgewood Penobscot Management Corporation, Manager |
By: | /s/ Randall D. Holmes |
Title: | President |
By: | /s/ Joseph M. Oskorep |
Title: | Vice President & Controller |
By: | /s/ Douglas R. Wilson |
Title: | Senior Vice President |
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RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P. | INDECK ENERGY SERVICES, INC. | |
By: Ridgewood Providence Power Corporation, its General Partner | ||
By: /s/ Randall D. Holmes | By: /s/ Joseph M. Oskorep | |
Name: Randall D. Holmes | Name: Joseph M. Oskorep | |
Title: President and Chief Executive Officer | Title: Vice President & Controller | |
RIDGEWOOD RHODE ISLAND GENERATION, LLC | RIDGEWOOD ELECTRIC POWER TRUST I | |
By: Ridgewood Management Corporation, its Manager | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RIDGEWOOD ELECTRIC POWER TRUST III | RIDGEWOOD ELECTRIC POWER TRUST IV | |
By: Ridgewood Renewable Power LLC, its Managing Shareholder | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer |
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RIDGEWOOD ELECTRIC POWER TRUST V | RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION | |
By: Ridgewood Renewable Power LLC, its Managing Shareholder | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
LINWOOD 0708 LLC | RIDGEWOOD RENEWABLE POWER, LLC | |
By: Ridgewood Renewable Power LLC, its Manager | ||
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RHODE ISLAND LFG GENCO, LLC | ||
By: Ridgewood Renewable Power LLC, its Manager | ||
By: /s/ Randall D. Holmes | ||
Name: Randall D. Holmes | ||
Title: President and Chief Executive Officer |
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Prior to Transaction Effective Date
Amount of Interest in | Percentage Interest in | |||||||
Name of Party | New Deposit Amount | New Deposit Amount | ||||||
Trust I | $ | 20,250 | 0.22 | % | ||||
Trust III | $ | 144,585 | 1.59 | % | ||||
Trust IV | $ | 3,858,540 | 42.30 | % | ||||
Trust V | $ | 4,003,925 | 43.90 | % | ||||
B Fund | $ | 114,750 | 1.26 | % | ||||
IES | $ | 978,750 | 10.73 | % | ||||
TOTAL | $ | 9,120,800 | 100 | % |
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As of Transaction Effective Date
Amount of | Percentage | Amount to be | Amount to be | |||||||||||||
Interest in | Interest in | PaidbyEntity on | PaidtoEntity on | |||||||||||||
New Deposit | New Deposit | Transaction | Transaction | |||||||||||||
Name of Party | Amount | Amount | Effective Date | Effective Date | ||||||||||||
Trust I | $ | 66,150 | 0.73 | % | $ | 45,900 | $ | 0 | ||||||||
Trust III | $ | 58,905 | 0.65 | % | $ | 0 | $ | 85,680 | ||||||||
Trust IV | $ | 2,447,665 | 26.84 | % | $ | 0 | $ | 1,410,875 | ||||||||
Trust V | $ | 2,341,570 | 25.67 | % | $ | 0 | $ | 1,662,355 | ||||||||
B Fund | $ | 374,850 | 4.1 | % | $ | 260,100 | $ | 0 | ||||||||
IES | $ | 3,831,660 | 42.01 | % | $ | 2,852,910 | $ | 0 | ||||||||
TOTAL | $ | 9,120,800 | 100 | % | $ | 3,158,910 | $ | 3,158,910 |
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CERTIFICATE SALE SUPPORT AGREEMENT
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RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P. | INDECK ENERGY SERVICES, INC. | |
By: Ridgewood Providence Power Corporation, its General Partner | ||
By: /s/ Randall D. Holmes | By: /s/ Joseph M. Oskorep | |
Name: Randall D. Holmes | Name: Joseph M. Oskorep | |
Title: President and Chief Executive Officer | Title: Vice President & Controller | |
RIDGEWOOD RHODE ISLAND GENERATION, LLC | RIDGEWOOD ELECTRIC POWER TRUST I | |
By: Ridgewood Management Corporation, its Manager | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RIDGEWOOD ELECTRIC POWER TRUST III | RIDGEWOOD ELECTRIC POWER TRUST IV | |
By: Ridgewood Renewable Power LLC, its Managing Shareholder | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer |
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RIDGEWOOD ELECTRIC POWER TRUST V | RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION | |
By: Ridgewood Renewable Power LLC, its Managing Shareholder | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
LINWOOD 0708 LLC | RIDGEWOOD RENEWABLE POWER, LLC | |
By: Ridgewood Renewable Power LLC, its Manager | ||
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RHODE ISLAND LFG GENCO, LLC | ||
By: Ridgewood Renewable Power LLC, its Manager | ||
By: /s/ Randall D. Holmes | ||
Name: Randall D. Holmes | ||
Title: President and Chief Executive Officer |
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Certificate Sale Support Agreement
Amount of Interest in | ||||||||
New Deposit Amount | ||||||||
as of the Date of this | Percentage Interest in | |||||||
Name of Party | Agreement | New Deposit Amount | ||||||
Trust I | $ | 20,250 | 0.22 | % | ||||
Trust III | $ | 144,585 | 1.59 | % | ||||
Trust IV | $ | 3,858,540 | 42.30 | % | ||||
Trust V | $ | 4,003,925 | 43.90 | % | ||||
B Fund | $ | 114,750 | 1.26 | % | ||||
IES | $ | 978,750 | 10.73 | % | ||||
TOTAL | $ | 9,120,800 | 100 | % |
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Certificate Sale Support Agreement
Name of Party | Percentage Interest in New Deposit Amount | |||
Trust I | 0.73 | % | ||
Trust III | 0.65 | % | ||
Trust IV | 26.84 | % | ||
Trust V | 25.67 | % | ||
B Fund | 4.1 | % | ||
IES | 42.01 | % | ||
TOTAL | 100 | % |
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c/o Covanta Energy Corporation
40 Lane Road
Fairfield, NJ 07004
Attn: General Counsel
Tel:(973) 882-7160
Fax:(973) 882-7357
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LINWOOD 0708 LLC | INDECK MAINE ENERGY, LLC | |
By: Ridgewood Renewable Power LLC, its Manager | ||
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RIDGEWOOD RHODE ISLAND GENERATION, LLC | RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P. | |
By: Ridgewood Management Corporation, its Manager | By: Ridgewood Providence Power Corporation, its General Partner | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RIDGEWOOD POWER MANAGEMENT LLC | ||
By: Ridgewood Management Corporation, its Manager | ||
By: /s/ Randall D. Holmes | ||
Name: Randall D. Holmes | ||
Title: President and Chief Executive Officer |
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RIDGEWOOD ELECTRIC POWER TRUST IV | RIDGEWOOD ELECTRIC POWER TRUST III | |
By: Ridgewood Renewable Power LLC, its Managing Shareholder | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |
RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION | RIDGEWOOD ELECTRIC POWER TRUST V | |
By: Ridgewood Renewable Power LLC, its Managing Shareholder | By: Ridgewood Renewable Power LLC, its Managing Shareholder | |
By: /s/ Randall D. Holmes | By: /s/ Randall D. Holmes | |
Name: Randall D. Holmes | Name: Randall D. Holmes | |
Title: President and Chief Executive Office | Title: President and Chief Executive Officer |
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LINWOOD 0708 LLC | ||||||
INDECK MAINE ENERGY, LLC | ||||||
By: | Ridgewood Renewable Power LLC, its Manager | |||||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RIDGEWOOD RHODE ISLAND GENERATION, LLC | ||||||
RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P. | ||||||
By: | Ridgewood Management Corporation, its Manager | By: | Ridgewood Providence Power Corporation, its General Partner | |||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RIDGEWOOD POWER MANAGEMENT LLC | ||||||
By: | Ridgewood Management Corporation, its Manager | |||||
By: | /s/ Randall D. Holmes | |||||
Name: Randall D. Holmes | ||||||
Title: President and Chief Executive Officer |
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RIDGEWOOD ELECTRIC POWER TRUST IV | RIDGEWOOD ELECTRIC POWER TRUST III | |||||
By: | Ridgewood Renewable Power LLC, its Managing Shareholder | By: | Ridgewood Renewable Power LLC, its Managing Shareholder | |||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer | |||||
RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION | RIDGEWOOD ELECTRIC POWER TRUST V | |||||
By: | Ridgewood Renewable Power LLC, its Managing Shareholder | By: | Ridgewood Renewable Power LLC, its Managing Shareholder | |||
By: | /s/ Randall D. Holmes | By: | /s/ Randall D. Holmes | |||
Name: Randall D. Holmes | Name: Randall D. Holmes | |||||
Title: President and Chief Executive Officer | Title: President and Chief Executive Officer |
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OF
RIDGEWOOD ELECTRIC POWER TRUST V
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![(EWING BEMISS & CO. LOGO)](https://capedge.com/proxy/PRER14A/0000950123-08-016213/y71441r2y7144103.gif)
Attn: | Randall D. Holmes |
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(i) | Reviewed certain publicly available business and financial information relating to the Company and Covanta; |
(ii) | Reviewed audited financial statements of the Company for the fiscal years ended 2003 through 2007 and unaudited financial information for the interim period ending September 30, 2008; |
(iii) | Reviewed the Amended Agreement and the agreements which are attached as exhibits to the Amended Agreement and the Amended Sellers Omnibus Agreement; |
(iv) | Held discussions with management related to the performance of the business of the Company and its prospects; | |
(v) | Reviewed certain internal financial information and other data relating to the business and financial prospects of the Company that were provided to us by the management of the Company and not publicly available, including financial forecasts and estimates prepared by the management of the Company; | |
(vi) | Reviewed publicly available financial and stock market data with respect to certain other companies we believe to be generally relevant; | |
(vii) | Compared the Transaction to recently completed mergers and acquisitions in the renewable energy sector where publicly available, as well as those on which EB&Co. worked directly which are not public and deemed to be relevant; | |
(viii) | Calculated a discounted cash flow valuation of the Company; | |
(ix) | Conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate; | |
(x) | Contacted a significant number of potential buyers for the purpose of soliciting indications of interest in the purchase of the Company; |
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(xi) | Participated in/reviewed the auction process used by the Company to select a buyer; | |
(xii) | Participated in the negotiations between the Sellers and certain potential buyers and the Buyer; and | |
(xiii) | Accompanied management of the Company and certain potential buyers of the Company on tours of the facilities that represent the primary asset of the Company. |
![-s- Mary A. Bacon](https://capedge.com/proxy/PRER14A/0000950123-08-016213/y71441r2y7144104.gif)
Managing Director
Ewing Bemiss & Co.
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Years Ending December 31,
2004 | 2005 | 2006 | 2007 | 2008B | 2009P | 2010P | 2011P | 2012P | 2013P | |||||||||||||||||||||||||||||||
Total Output (MWh) | 183,478 | 306,159 | 346,471 | 342,065 | 339,903 | 339,903 | 339,903 | 339,903 | 340,901 | 339,903 | ||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||
Energy Sales | $ | 8,610 | $ | 21,477 | $ | 18,708 | $ | 20,840 | $ | 26,182 | $ | 19,322 | $ | 20,887 | $ | 21,173 | $ | 21,103 | $ | 20,921 | ||||||||||||||||||||
Capacity Sales | 1 | 59 | 224 | 1,707 | 1,789 | 2,165 | 1,977 | 1,767 | 1,767 | 1,767 | ||||||||||||||||||||||||||||||
Renewable Energy Attributes(1) | 6,179 | 12,283 | 14,618 | 14,420 | 13,874 | 9,956 | 10,255 | 10,563 | 10,914 | 11,206 | ||||||||||||||||||||||||||||||
BHE Contract Net Revenue | — | — | — | (926 | ) | 609 | — | — | — | — | — | |||||||||||||||||||||||||||||
Total Revenues | 14,791 | 33,818 | 33,550 | 36,041 | 42,454 | 31,443 | 33,119 | 33,503 | 33,785 | 33,894 | ||||||||||||||||||||||||||||||
Average Energy $/Mwh | $ | 46.93 | $ | 70.15 | $ | 54.00 | $ | 60.92 | $ | 76.80 | $ | 56.84 | $ | 61.45 | $ | 62.29 | $ | 61.90 | $ | 61.55 | ||||||||||||||||||||
Cost of Production: | ||||||||||||||||||||||||||||||||||||||||
Fuel Expense(2) | 6,205 | 14,539 | 17,660 | 16,272 | 17,843 | 17,259 | 17,259 | 17,259 | 17,259 | 17,259 | ||||||||||||||||||||||||||||||
O&M | 2,387 | 1,211 | 1,245 | 3,270 | 4,258 | 3,168 | 3,797 | 2,438 | 3,753 | 4,105 | ||||||||||||||||||||||||||||||
Consumables | 853 | 712 | 871 | 937 | 1,047 | 946 | 965 | 984 | 1,004 | 1,024 | ||||||||||||||||||||||||||||||
Labor | 2,778 | 3,096 | 3,142 | 3,437 | 3,571 | 3,474 | 3,543 | 3,614 | 3,687 | 3,760 | ||||||||||||||||||||||||||||||
Other Production Expense | 322 | 386 | 316 | 325 | 775 | 386 | 386 | 386 | 386 | 386 | ||||||||||||||||||||||||||||||
Total Cost of Production: | 12,545 | 19,944 | 23,235 | 24,241 | 27,494 | 25,233 | 25,950 | 24,681 | 26,088 | 26,534 | ||||||||||||||||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||||||||||||||||
Equipment, Tools & Vehicles | 45 | 67 | 68 | 76 | 100 | 115 | 115 | 116 | 116 | 116 | ||||||||||||||||||||||||||||||
Utilities & Transmission Expenses | 2,223 | 4,752 | 4,277 | 4,802 | 4,036 | 4,857 | 4,954 | 5,053 | 5,154 | 5,258 | ||||||||||||||||||||||||||||||
Other Operating Expenses | 281 | 221 | 196 | 198 | 920 | 209 | 213 | 217 | 221 | 225 | ||||||||||||||||||||||||||||||
Total Operating Expenses | 2,549 | 5,040 | 4,541 | 5,077 | 5,056 | 5,181 | 5,283 | 5,386 | 5,492 | 5,599 | ||||||||||||||||||||||||||||||
Other Expenses: | ||||||||||||||||||||||||||||||||||||||||
Bank Fees | 32 | 81 | 78 | 81 | 68 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Overhead | 365 | 495 | 696 | 902 | 926 | 299 | 305 | 311 | 316 | 322 | ||||||||||||||||||||||||||||||
Insurance Expense | 491 | 719 | 492 | 421 | 576 | 581 | 581 | 581 | 581 | 581 | ||||||||||||||||||||||||||||||
Accounting & Legal | 346 | 463 | 286 | 276 | 595 | 222 | 224 | 226 | 228 | 230 | ||||||||||||||||||||||||||||||
Management Fee | 100 | 100 | 100 | 100 | 58 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Property, Sales and Use Taxes | 233 | 247 | 305 | 263 | 277 | 237 | 237 | 237 | 237 | 237 | ||||||||||||||||||||||||||||||
Total Other Expenses | 1,567 | 2,105 | 1,957 | 2,043 | 2,500 | 1,339 | 1,346 | 1,354 | 1,362 | 1,370 | ||||||||||||||||||||||||||||||
EBITDA | $ | (1,869 | ) | $ | 6,729 | $ | 3,817 | $ | 4,680 | $ | 7,404 | $ | (310 | ) | $ | 540 | $ | 2,081 | $ | 843 | $ | 391 | ||||||||||||||||||
Margin | -13 | % | 20 | % | 11 | % | 13 | % | 17 | % | -1 | % | 2 | % | 6 | % | 2 | % | 1 | % | ||||||||||||||||||||
Section 45 PTCs(3) | — | 2,755 | 3,465 | 3,421 | 3,399 | 3,399 | — | — | — | — | ||||||||||||||||||||||||||||||
Capex | 693 | 2,834 | 2,697 | 1,518 | 1,518 | 1,518 | 1,518 | 1,518 | 1,518 | 1,518 |
(1) | Includes corrected projections since writing the Confidential Information Memorandum for amount of qualifying RECs and pricing. | |
(2) | Includes wood biomass costs plus propane used for boiler start ups. | |
(3) | 2007 has been updated since writing the Confidential Information Memorandum to reflect actual Section 45 PTCs received. |
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(Mark only ONE of the following three boxes)
NAME OF SHAREHOLDER: | SHARES: | |||||
SIGNATURE of Shareholder: | Date: | |||||
SIGNATURE of Shareholder: | Date: | |||||