UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 23, 2007
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RIDGEWOOD ELECTRIC POWER TRUST V
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24143 22-3437351
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
1314 King Street, Wilmington, DE 19801 19801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (302) 888-7444
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On January 23, 2007, Ridgewood UK, LLC ("Ridgewood UK"), a Delaware limited
liability company that is owned 70% by Ridgewood Electric Power Trust V ("Trust
V") and 30% by The Ridgewood Power Growth Fund ("Growth Fund"), entered into an
agreement (the "Sale Agreement") along with Arbutus Energy Limited ("Arbutus"),
Ridgewood ROC 2003 LLC ("ROC I"), Ridgewood ROC II 2003 LLC ("ROC II"),
Ridgewood ROC III 2003 LLC ("ROC III"), Ridgewood ROC IV 2004 LLC ("ROC IV") as
sellers, and MEIF LG Energy Limited ("Buyer") as buyer. Ridgewood UK owns 88% of
the issued and outstanding shares of CLPE Holdings Limited, a United Kingdom
limited company ("CLPE Holdings"), and the remaining 12% of CLPE Holdings is
owned by Arbutus.
Under the Sale Agreement, Buyer agreed to buy (i) 100% of the issued and
outstanding shares (the "Shares") of CLPE Holdings from Ridgewood UK and
Arbutus, and (ii) substantially all of the assets (the "Assets") of ROC I, ROC
II, ROC III and ROC IV (ROC I, ROC II, ROC III and ROC IV individually referred
to as a "Ridgewood ROC" and collectively referred to as the "Ridgewood ROCs";
the Ridgewood ROCs, Ridgewood UK and Arbutus collectively referred to as the
"Sellers"). The Assets and the Shares constitute all the landfill gas business
located in the United Kingdom of Ridgewood UK and the Ridgewood ROCs.
Closing of the transactions contemplated under the Sale Agreement is subject to
customary closing conditions, including approval of the sale of Assets by the
shareholders of the parent organizations of the Ridgewood ROCs (ROC I is a
wholly-owned subsidiary of Ridgewood Renewable Powerbank I LLC ("Powerbank I"),
ROC II is a wholly-owned subsidiary of Ridgewood Renewable Powerbank II LLC
("Powerbank II"), ROC III is a wholly-owned subsidiary of Ridgewood Renewable
Powerbank III LLC ("Powerbank III"), and ROC IV is a wholly-owned subsidiary of
Ridgewood Renewable Powerbank IV LLC ("Powerbank IV"); Powerbank I, Powerbank
II, Powerbank III and Powerbank IV are collectively referred to as the
"Powerbanks"). Ridgewood Renewable Power LLC, a New Jersey limited liability
company (the "Manager"), serves as the manager for Trust V, Growth Fund and the
Powerbanks. Ridgewood Management Corporation, a Delaware corporation, serves as
the manager for each of the Ridgewood ROCs and Ridgewood UK. Each of the Manager
and Ridgewood Management Corporation is controlled by Robert E. Swanson, who is
the manager, chairman, and, together with his family trusts, owns all of the
membership interests of the Manager and Ridgewood Management Corporation.
Assuming the closing conditions are met, the parties to the Sale Agreement
currently anticipate that the closing of the transactions contemplated under the
Sale Agreement will occur on or about March 15th, 2007.
The Sale Agreement provides that the aggregate purchase price for the Shares and
the Assets is (pound sterling)120 million, subject to adjustment to account for
certain fluctuations in interest rates. At January 16, 2007, the aggregate
purchase price as set forth in the Sale Agreement was reduced to approximately
(pound sterling)117.4 million ($230.4 million) as a result of the interest rate
adjustment. Based on the January 16, 2007 adjustment, the purchase price for the
Shares is approximately (pound sterling)26.1 million ($51.3 million), of which
Trust V would receive approximately (pound sterling)16.1 million ($31.6
million), Growth Fund
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would receive approximately (pound sterling) 6.9 million ($13.5 million), and
Arbutus would receive the remaining balance. On January 16, 2007, one pound
sterling would on average for the day convert into 1.9624 U.S. dollars, which is
the basis upon which we have converted pound sterling to U.S. dollars in this
Current Report on Form 8-K (this "Report"). Under the Sale Agreement, the
purchase price for the Shares (i) is subject to further adjustment based upon
working capital calculations, (ii) will be reduced to pay certain bonuses to
management of CLPE Holdings, and (iii) will be reduced to repay certain loans
made to Ridgewood UK and Arbutus in 2006. Payment of transaction expenses will
also reduce the amount of the purchase price. Under the Sellers Agreement, the
purchase price for the Shares will be increased by payments from the Ridgewood
ROCs to compensate Ridgewood UK for the loss of payments under certain services
contracts.
Seller representations and warranties contained in the Sale Agreement include
customary representations regarding the business and the assets of the Sellers
to be conveyed to Buyer. The Sellers will at closing of the Sale Agreement
purchase warranty and indemnity insurance for Buyer, and such insurance is the
sole source of recovery by Buyer for any violations of the Sellers'
representations and warranties under the Sale Agreement (specifically excluding
certain covenants of the Sellers set forth on Schedule 8 to the Sale Agreement
and title warranties made by Ridgewood UK and Arbutus under paragraphs 1 and 2
of Part I of Schedule 3 to the Sale Agreement). The maximum amount recoverable
under the warranty and indemnity insurance is (pound sterling)23 million
($41,135,200), of which the last (pound sterling)5 million ($9,812,000) can only
be used as cover for breaches of the share title warranties and Buyer's only
right of recovery for a breach of warranty or indemnity (other than for a breach
of Schedule 8 to the Sale Agreement) will be under the warranty and indemnity
insurance.
The Sale Agreement provides for a holdback of (pound sterling)40 million
($78,496,000) to serve as a source for reimbursement of the Buyer for losses due
to breaches by the Sellers of covenants in Schedule 8 to the Sale Agreement. The
portion of such holdback allocated by the Manager to Trust V is (pound
sterling)7.6 million ($15 million) and to Growth Fund is (pound sterling)3.3
million ($6.4 million). The Sale Agreement provides that claims against the
holdback must be made within 30 days after the closing. The allocation of the
holdback was determined by the Sellers Agreement.
Sellers and Buyer may agree in writing to terminate the Sale Agreement at any
time prior to completing the sale, even if the shareholders of the Powerbanks
have approved the transactions contemplated under the Sale Agreement. Unless the
parties agree otherwise, the Sale Agreement will automatically terminate if the
required conditions to the Sale to be satisfied by the Sellers are not met by
April 15, 2007, unless extended as provided in the Sale Agreement.
The Sellers, Trust V, Growth Fund, the Powerbanks, the Manager and Ridgewood
Management Corporation have entered into a sellers agreement (the "Sellers
Agreement"). The Sellers Agreement provides for the allocation of: (i) expenses
of the transaction among the Sellers, including legal fees, investment banking
and expert fees, shareholder solicitation costs, payments to designated
individuals who are not officers, directors or employees of the Manager or
Ridgewood Management Corporation, or any entity managed by either, and the
premium for warranty and indemnity insurance, (ii) any post-termination fees
payable under the Sale Agreement among the Sellers, (iii) the contribution of
the funds to be held back to cover any claims by Buyer for breaches by the
Sellers of the Sellers' obligations under Schedule 8 to the Sale Agreement and
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the allocation of claims against the held back funds, (iv) the waiver in favor
of Ridgewood UK or payment of incentive compensation and other payments to
persons who are officers or employees of the Manager under the CLPE Holdings
Management Incentive Plan, (v) the determination of amounts owed by each
Ridgewood ROC to Ridgewood UK as a result of the termination of the services
agreement between each Ridgewood ROC and Ridgewood UK, and (vi) agreements
regarding the allocation of break-fees and other fees and damages in the event
of a termination of the Sale Agreement.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of (i) the Sale Agreement, a copy of
which is filed as Exhibit 10.1 to this Report and is incorporated herein by
reference, and (ii) the Sellers Agreement, a copy of which is filed as Exhibit
10.2 to this Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Title
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10.1 Agreement made on January 23, 2007 by and among
Ridgewood UK LLC, Arbutus Energy Limited, Ridgewood
ROC 2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood
ROC III 2003 LLC, Ridgewood ROC IV 2004 LLC, and MEIF
LG Energy Limited.
10.2 Sellers Agreement entered into as of January 23, 2007
by and among Ridgewood UK, LLC, and Ridgewood ROC
2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood ROC
III 2003 LLC, Ridgewood ROC IV 2004 LLC, Arbutus
Energy Limited, Ridgewood Renewable Powerbank LLC,
Ridgewood Renewable Powerbank II LLC, Ridgewood
Renewable Powerbank III LLC, Ridgewood Renewable
Powerbank IV LLC, Ridgewood Electric Power Trust V,
The Ridgewood Power Growth Fund, Ridgewood Renewable
Power LLC and Ridgewood Management Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RIDGEWOOD ELECTRIC POWER TRUST V
Date: January 29, 2007 By: /s/ DOUGLAS R. WILSON
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Name: Douglas R. Wilson
Title: Chief Financial Officer
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EXHIBITS INDEX
Exhibit No. Exhibit Description
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10.1 Agreement made on January 23, 2007 by and among Ridgewood UK
LLC, Arbutus Energy Limited, Ridgewood ROC 2003 LLC,
Ridgewood ROC II 2003 LLC, Ridgewood ROC III 2003 LLC,
Ridgewood ROC IV 2004 LLC, and MEIF LG Energy Limited.
10.2 Sellers Agreement entered into as of January 23, 2007 by and
among Ridgewood UK, LLC, and Ridgewood ROC 2003 LLC,
Ridgewood ROC II 2003 LLC, Ridgewood ROC III 2003 LLC,
Ridgewood ROC IV 2004 LLC, Arbutus Energy Limited, Ridgewood
Renewable Powerbank LLC, Ridgewood Renewable Powerbank II
LLC, Ridgewood Renewable Powerbank III LLC, Ridgewood
Renewable Powerbank IV LLC, Ridgewood Electric Power Trust
V, The Ridgewood Power Growth Fund, Ridgewood Renewable
Power LLC and Ridgewood Management Corporation.