Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________
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)
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November
20, 2009
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RIDGEWOOD
ELECTRIC POWER TRUST V
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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0-24143
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22-3437351
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||
(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S
Employer
Identification
Number)
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1314
King Street, Wilmington, DE
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19801
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(302)
888-7444
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01. Completion of Acquisition or Disposition of
Assets.
By letter
dated November 23, 2009, a copy of which is included as an exhibit to this
report, Ridgewood Renewable Power informed the shareholders of Ridgewood
Electric Power Trust IV (“Trust IV’), Ridgewood Electric Power Trust V (“Trust
V”) and The Ridgewood Power Growth Fund (“Growth Fund” and together with Trust
IV and Trust V, the “Ridgewood Funds”) that on November 20, 2009, Ridgewood
Maine Hydro Partners, L.P., a Delaware limited partnership (“Maine Hydro”) and
subsidiaries of Ridgewood US Hydro Corporation, a Delaware corporation (“US
Hydro” and together with Maine Hydro, collectively referred to as the “Sellers”)
sold all of their hydroelectric facilities to KEI (USA) Power Management Inc.
and certain of its subsidiaries (the “Buyers”). The Buyers are affiliated with
Kruger Energy, Inc., a Canada-based international company. The purchase price,
net of reductions for estimated net working capital of the Projects (as defined
in the Purchase and Sale Agreement for the transaction) as of the date of the
sale and employee retention liabilities assumed by the Buyers, totaled $12.7
million; $7.3 million for Maine Hydro and $5.4 million for US
Hydro.
Maine
Hydro is owned 50% by Trust IV and 50% by Trust V. US Hydro is owned 70.8% by
Growth Fund and 29.2% by Trust V.
Pursuant
to the Purchase and Sale Agreement, dated November 20, 2009, which is included
as an exhibit to this report, the Buyers paid, at closing, an aggregate purchase
price of $12,701,976, in cash, which amount included:
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·
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a
Base Purchase Price (as defined in the Purchase and Sale Agreement) of
$13.5 million,
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·
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less
$534,991 for estimated net working capital of the Projects as of the
closing date, and
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·
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less
$263,033 for employee retention payments for the on-site staff of the
Maine Hydro and US Hydro
facilities.
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The
estimated net working capital payment is subject to adjustment, expected to
occur within 55 days following the closing, to reflect the difference
between estimated net working capital of the Projects as of the closing date
compared to the actual net working capital of the Projects as of the closing
date, determined by post-closing review.
Key terms
of the sale of the US Hydro and Maine Hydro facilities include, but are not
limited to:
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1.
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The
Base Purchase Price is detailed on Schedule 2.3(a) of the Purchase and
Sale Agreement, which is included as part of Exhibit 2.1 to this report.
The calculations of estimated net working capital and the employee
retention payments, and the allocation of those amounts to US Hydro and
Maine Hydro, were made by Ridgewood Renewable Power, as the Managing
Shareholder of the Sellers.
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2.
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The
entire purchase price was paid in cash at closing. The sale of
the US Hydro facilities was structured as a sale of the equity interests
of the US Hydro project companies. The sale of the Maine Hydro
facilities was structured as a sale of assets of Maine
Hydro.
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3.
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Representations
and warranties made by the Sellers under the Purchase and Sale Agreement
terminated at closing, except that a limited number of representations and
warranties survived closing for the time periods specified in the
Agreement Regarding Representations and Warranties, dated as of November
20, 2009 (the “R&W Agreement”), which is included as Exhibit 2.2 to
this report.
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4.
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To
induce the Buyers to forego a holdback of the sale proceeds, relating to
the representations and warranties of the Sellers that did not terminate
at closing, the Sellers:
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·
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obtained
a $7 million insurance policy to cover various tax matters;
and
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·
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purchased,
for the benefit of the Buyers, representations and warranties insurance
coverage in the amount of $8 million of total coverage to insure any loss
that the Buyers, and certain other parties related to the Buyers, may
suffer as a result of a breach of the representations and warranties of
the Sellers specified in the R&W Agreement. Under the R&W
Agreement, the Buyers have agreed to look primarily to this insurance
policy for claims arising from any breach by the Sellers of the covered
representations and warranties.
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5.
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The
Sellers’ continuing performance obligations under the Purchase and Sale
Agreement and the R&W Agreement include, among other things, (i) a
standard further assurances undertaking, (ii) an obligation to
provide access to certain records of the Sellers, (iii) customary
confidentiality obligations and, (iv) obligations related to the payment
of taxes, the filing of tax returns, the conduct of tax audits and other
tax matters, each under the Purchase and Sale Agreement. Ridgewood
Renewable Power, the Managing Shareholder of the Ridgewood Funds, must
provide relevant information at the Buyers’ request in the event of claims
relating to a breach of the Sellers’ representations and warranties that
survive closing pursuant to the R&W
Agreement.
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6.
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Other
than the purchase price adjustment relating to net working capital, and
the assumption by the Sellers of liabilities that the Managing Shareholder
considers to be minor, there are no payment obligations on the part of the
Sellers or the Buyers after
closing.
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7.
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All
of the Sellers’ transaction expenses, including the cost of the two
insurance policies described above, are being borne by US Hydro and Maine
Hydro based on their proportionate share of the gross sale proceeds
described above.
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8.
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US
Hydro retained a note receivable from New England Power Co. of
approximately $1 million, which matures in February
2010.
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Each of
the Ridgewood Funds are Delaware trusts. Ridgewood Renewable Power LLC is a New
Jersey limited liability company and serves as the Managing Shareholder for each
of the Ridgewood Funds. The Managing Shareholder is controlled by Robert E.
Swanson, who is the manager, chairman, and, together with family trusts, owns
all of the membership interests of the Managing Shareholder.
The
descriptions of the terms of the Purchase and Sale Agreement and the R&W
Agreement are qualified in their entirety by reference to the copies of those
agreements filed as exhibits to this report, which are incorporated herein by
reference.
The
Purchase and Sale Agreement, the R&W Agreement and the above descriptions of
those agreements have been included to provide investors with information
regarding the terms of those agreements. The agreements, and the descriptions of
those agreements, are not intended to provide any other factual information
about the Sellers, Buyers, or their respective subsidiaries or affiliates. The
Purchase and Sale Agreement and the R&W Agreement contain representations
and warranties of the parties to those agreements made solely for the benefit of
the other parties to those agreements. The assertions embodied in those
representations and warranties are qualified by information in confidential
disclosure schedules that the parties have exchanged in connection with signing
the Purchase and Sale Agreement. The disclosure schedules contain information
that modifies, qualifies and creates exceptions to the representations and
warranties set forth in the Purchase and Sale Agreement. Moreover, the
representations and warranties in the Purchase and Sale Agreement and the
R&W Agreement were made solely for the benefit of the other parties to the
Purchase and Sale Agreement and the R&W Agreement, and were used for the
purpose of allocating risk between the parties. Therefore, those representations
and warranties should not be treated as categorical statements of
fact. Moreover, the respective parties’ representations and
warranties may apply standards of materiality in a way that is different from
what may be material to investors, and were made only as of November 20, 2009
and are subject to more recent developments. Accordingly, the representations
and warranties in the Purchase and Sale Agreement and the R&W Agreement
should not be read in isolation, but only in conjunction with the other
information about the Sellers and their subsidiaries that the respective
Ridgewood Funds include in reports and statements they each file with the U.S.
Securities and Exchange Commission.
Cautionary
Statement Regarding Forward-Looking
Information
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This
Current Report on Form 8-K includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, and the “safe
harbor” provisions thereof. These forward-looking statements include statements
regarding expectations as to post-closing matters contemplated by the Purchase
and Sale Agreement and the R&W Agreement. These forward-looking statements
are usually accompanied by the words “anticipates,” “believes,” “plan,” “seek,”
“expects,” “intends,” “estimates,” “projects,” “will receive,” “will likely
result,” “will continue,” “future” and similar terms and
expressions.
These
forward-looking statements reflect management’s current views with respect to
future events. To make these statements, management of the Ridgewood Funds has
had to make assumptions as to the future. Management has also had to
make estimates, in some cases about events that have already occurred, and to
rely on data that may be found to be inaccurate at a later
time. Because these forward-looking statements are based on
assumptions, estimates and changeable data, and because any attempt to predict
the future is subject to other errors, future results may be materially
different from those discussed or anticipated in this report. Some of
the events that could cause actual results to differ materially from those
anticipated include, among other things, actual transaction costs and expenses
varying from estimated amounts and the ability of the parties to perform their
respective post-closing obligations under the Purchase and Sale Agreement and
the R&W Agreement as well as with respect to the insurance policies
described above.
Forward-looking
statements should not be relied upon without considering all of the things that
could make them inaccurate. The Ridgewood Funds undertake no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that may arise after today. All subsequent written or oral
forward-looking statements attributable to the Ridgewood Funds or persons acting
on their behalf are expressly qualified in their entirety by this
section.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Title
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2.1
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Purchase
and Sale Agreement, dated November 20, 2009, including Schedule
2.3(a).
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2.2
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Agreement
Regarding Representations and Warranties, dated November 20,
2009.
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99.1
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Letter
to Shareholders, dated November 23,
2009.
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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
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|||
Date:
November
23, 2009
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By:
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/s/ Jeffrey H. Strasberg | |
Name: | Jeffrey H. Strasberg | ||
Title: |
Executive
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit No.
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Title
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2.1 | Purchase and Sale Agreement, dated November 20, 2009, including Schedule 2.3(a). |
2.2 | Agreement Regarding Representations and Warranties, dated November 20, 2009. |
99.1 | Letter to Shareholders, dated November 23, 2009. |