First Wind Capital, LLC has commenced a consent solicitation to holders of record as of 5 p.m., New York City time, on March 25, 2014, of its 10.25% Senior Secured Notes due 2018 (Notes).
The Consent Solicitation seeks to, among other things, (1) modify the definitions of “Permitted Business” and “Project” in the Indenture, dated as of May 20, 2011 (the “Indenture”) among the Company, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee to include solar and other renewable energy generation facilities; (2) modify the definition of “Permitted Debt” in the Indenture to permit the Company to issue up to (A) $75 million of “Additional Notes” under the Indenture and (B) $75 million of “Additional Notes” under the Indenture for the purpose of acquiring “Permitted Businesses” or making capital expenditures or paying for Project Costs, subject to a “Ratings Reaffirmation” in the case of this clause (2)(B); (3) modify the Fair Market Value requirements in the restricted payments covenant to require a board resolution (in lieu of an opinion or an appraisal) with respect to any determination regarding the project referred to as “MA Solar”; (4) modify the restricted payments covenant to permit payments to First Wind Holdings or its subsidiaries in an aggregate amount of up to $29.0 million with the proceeds of “Additional Notes”; and (5) modify the covenant concerning transactions with affiliates to require a board resolution (in lieu of an opinion as to fairness) with respect to any purchase by First Wind of the project referred to as “MA Solar” (such amendments, as further described in the Consent Solicitation Statement, the “Proposed Amendments”). The Proposed Amendments require the consent (the “Consent”) of the holders of at least a majority in aggregate principal amount of the Notes outstanding and the consummation of the Company’s proposed Debt Financing (as defined below).
The Company’s acceptance of validly executed, delivered and unrevoked consents and payment of the Consent Fee with respect thereto are subject to (i) requisite consents having been received (and not validly revoked) on or prior to the Expiration Time (as defined below), (ii) the consummation of a debt financing in an aggregate principal amount of $75.0 million (the “Debt Financing”), and (iii) the other conditions contained within First Wind’s Consent Solicitation Statement dated March 26, 2014, and the related Letter of Consent (together, the “Solicitation Documents”). The complete terms and conditions of the Consent Solicitation are as set forth in the Solicitation Documents, to be distributed to holders of the Notes for their consideration. Holders are urged to read the Solicitation Documents carefully.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on Tuesday, April 1, 2014, unless extended or earlier terminated by First Wind (the “Expiration Time”). If First Wind accepts the valid Consents of holders of at least a majority in aggregate principal amount of the Notes (the “Requisite Consents”), holders who validly deliver their Consent by the Expiration Time in the manner described in the Solicitation Documents will be eligible to receive a consent fee (the “Consent Fee”) of $20.00 in cash per $1,000 in principal amount of the Notes as to which such Consent was validly delivered. Subject to the terms and conditions of the Solicitation Documents, the Company will pay the Consent Fee to the consenting holders as promptly as practicable after the conditions set forth within the Solicitation Documents have been satisfied or waived, including consummation of the Debt Financing. Consents may be revoked at any time prior to the earlier of (i) the date on which the Proposed Amendment become effective upon acceptance by the Company of the Requisite Consents and the (ii) Expiration Time, which is referred to as the “Revocation Deadline,” but not thereafter.
As of the date of the Consent Solicitation Statement, holders representing approximately 47% of the total outstanding Notes have indicated their intention to consent to the Proposed Amendments.
If the Proposed Amendments are approved, the Proposed Amendments will be binding on all holders of the Notes, including those that did not deliver their Consent, and only holders validly delivering their Consent on or prior to the Expiration Time will receive the consent fee.
The Company has retained Goldman, Sachs & Co. to act as the solicitation agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182. Requests for documents may be directed to D.F. King & Co., Inc., the information and tabulation agent, at (800) 697-6975.
None of the Company, solicitation agent or the information and tabulation agent make any recommendations as to whether holders should deliver Consents pursuant to the consent solicitation, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to deliver consents.