Attached files

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EX-31.1 - EX-31.1 - Greenbacker Renewable Energy Co LLCd621083dex311.htm
EX-32.2 - EX-32.2 - Greenbacker Renewable Energy Co LLCd621083dex322.htm
EX-32.1 - EX-32.1 - Greenbacker Renewable Energy Co LLCd621083dex321.htm
EX-31.2 - EX-31.2 - Greenbacker Renewable Energy Co LLCd621083dex312.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q/A

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-178786-01

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   80-0872648

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

535 Fifth Avenue, Suite 421

New York, NY 10017

Tel (646) 532-6707

(Address, including zip code and telephone number, including area code, of registrants Principal Executive Office)

Charles Wheeler

c/o Greenbacker Capital Management LLC

535 Fifth Avenue, Suite 421

New York, NY 10017

Tel (646)532-6707

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 14, 2013, the registrant had 200 shares of common stock, $0.001 par value, outstanding.

 

 

 


EXPLANATORY NOTE

This Form 10-Q/A is filed with the Securities and Exchange Commission solely to correct an error on the Certification of the Chief Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Certification of the Chief Executive Officer Pursuant to Section 18 U.S.C, Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). The certifications have been amended to reflect the fact that Charles Wheeler was the Chief Executive Officer of Greenbacker Renewable Energy Company LLC on the date of the filing of the Form 10-Q.

Other than the changes described above, all other information in our original Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013 remains unchanged.


PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None of us, GCM, or the Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against GCM or the Administrator.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

 

Exhibit
Number

 

Description of Document

  31.1*   Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended
  31.2*   Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended
  32.1*   Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
  32.2*   Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101**   The following materials from Greenbacker Renewable Energy Company LLC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, previously filed on November 14, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Assets and Liabilities and (ii) Notes to the Consolidated Financial Statements.

 

* Filed herewith.
** In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

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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, thereunto duly authorized.

 

Date: November 19, 2013     By  

/s/ Charles Wheeler

     

Charles Wheeler

Chief Executive Officer and Director

(Principal Executive Officer)

      Greenbacker Renewable Energy Company LLC

 

Date: November 19, 2013     By  

/s/ Boris Onefater

     

Boris Onefater

Chief Financial Officer and Principal Accounting Officer

(Principal Financial and Accounting Officer)

Greenbacker Renewable Energy Company LLC

 

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