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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/11/08 Noble Environmental Power LLC S-1/A 21:7.5M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 155K (General Form) 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 39K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 157K 13: EX-10.10 Material Contract HTML 541K 14: EX-10.41(A) Material Contract HTML 294K 15: EX-10.41(B) Material Contract HTML 168K 16: EX-10.41(C) Material Contract HTML 105K 17: EX-10.42 Material Contract HTML 490K 18: EX-10.44(A) Material Contract HTML 157K 19: EX-10.44(B) Material Contract HTML 69K 20: EX-10.44(C) Material Contract HTML 41K 21: EX-10.45 Material Contract HTML 59K 4: EX-10.5(B) Material Contract HTML 675K 5: EX-10.6(A) Material Contract HTML 307K 6: EX-10.6(B) Material Contract HTML 162K 7: EX-10.6(C) Material Contract HTML 117K 8: EX-10.7(A) Material Contract HTML 492K 9: EX-10.7(B) Material Contract HTML 32K 10: EX-10.8(A) Material Contract HTML 577K 11: EX-10.8(B) Material Contract HTML 148K 12: EX-10.9 Material Contract HTML 455K
As filed with the Securities and Exchange Commission on September 11, 2008
Registration No. 333-150757
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOBLE ENVIRONMENTAL POWER, LLC*
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
4911 (Primary Standard Industrial Classification Code Number) |
73-1717075 (IRS Employer Identification No.) |
8 Railroad Avenue, Suite 8, Second Floor
Essex, CT 06426
(860) 581-5010
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
C. Kay Mann
Senior Vice President, General Counsel and Secretary
Noble Environmental Power, LLC
8 Railroad Avenue, Suite 8, Second Floor
Essex, CT 06426
(860) 581-5010
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Rachel W. Sheridan, Esq. Patrick H. Shannon, Esq. Latham & Watkins LLP 555 Eleventh Street NW, Suite 1000 Washington, DC 20004 (202) 637-2200 |
Andrew R. Keller, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE TO AMENDMENT NO. 4
This Amendment No. 4 to the Registration Statement on Form S-1 of Noble Environmental Power, LLC is being filed solely for the purpose of filing certain exhibits to the Registration Statement on Form S-1. This Amendment No. 4 does not modify any provision of the Prospectus constituting Part I of the Registration Statement. Accordingly, such Prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Set forth below is a table of the registration fee for the Securities and Exchange Commission, the filing fee for the Financial Industry Regulatory Authority, the listing fee for The NASDAQ Global Market and estimates of all other expenses to be incurred in connection with the issuance and distribution of the securities described in the registration statement, other than underwriting discounts and commissions:
Securities and Exchange Commission registration fee | $ | 14,737.50 | ||
FINRA filing fee | 38,000.00 | |||
NASDAQ Global Market listing fee | * | |||
Printing and engraving expenses | * | |||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Transfer agent and registrar fees | * | |||
Miscellaneous | * | |||
Total | $ | * | ||
Item 14. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.
Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the corporation's best interest and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware
II-1
corporation may indemnify any officer or director in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.
Our certificate of incorporation will provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation, our by-laws, agreement, vote of stockholders or disinterested directors or otherwise.
We expect to maintain standard policies of insurance that provide coverage (i) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to us with respect to indemnification payments that we may make to such directors and officers.
The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.
Item 15. Recent Sales of Unregistered Securities
During the three-year period preceding the date of the filing of this registration statement, we have issued and sold the following securities without registration under the Securities Act:
In March 2006, we issued at no cost an aggregate of 3,000 preferred units with a value of $300,000 to certain of our officers and employees.
In March 2006, we sold an aggregate of 463,260 common units at a purchase price of $0.10 per unit to certain of our officers and employees for aggregate proceeds of $46,326.
In December 2006, we sold an aggregate of 73,362.85 common units at a purchase price of $0.10 per unit to certain of our officers and employees for aggregate proceeds of $7,336.29.
Between February 2007 and August 2008, we sold an aggregate of 177,174 preferred units to Rockfield Noble Holding, LLC at a purchase price of $100 per unit for aggregate proceeds of $17,717,386.
II-2
Between August 2005 and February 2008, we sold an aggregate of 3,138,128.66 preferred units to JPMP Wind Energy (Noble), LLC at a purchase price of $100 per unit for aggregate proceeds of $313,812,866 in the transactions set forth below:
Date of Issuance |
Number of Preferred Units |
Proceeds |
||
---|---|---|---|---|
1/4/06 | 93,092.43 | 9,309,243 | ||
10/23/06 | 751,836.23 | 75,183,623 | ||
10/24/06 | 650,000.00 | 65,000,000 | ||
12/20/06 | 90,000.00 | 9,000,000 | ||
1/10/07 | 90,000.00 | 9,000,000 | ||
2/7/07 | 100,000.00 | 10,000,000 | ||
3/22/07 | 150,000.00 | 15,000,000 | ||
5/11/07 | 15,000.00 | 1,500,000 | ||
6/22/07 | 60,000.00 | 6,000,000 | ||
7/16/07 | 100,000.00 | 10,000,000 | ||
7/20/07 | 200,000.00 | 20,000,000 | ||
9/28/07 | 89,863.34 | 8,986,334 | ||
12/21/07 | 348,336.66 | 34,833,666 | ||
2/6/08 | 150,000.00 | 15,000,000 | ||
2/22/08 | 100,000.00 | 10,000,000 | ||
2/29/08 | 150,000.00 | 15,000,000 | ||
7/2/08 | 212,663.34 | 21,266,334 |
In February 2008, we sold an aggregate of 27,796 common units at a price of $0.10 per unit to certain of our executive officers for aggregate proceeds of $2,779.60
Between March and July 2008, we sold an aggregate of 2.0 million preferred units to CPP Investment Board (USREII) Inc. at a purchase price of $100 per unit for aggregate proceeds of $200 million in the transactions set forth below:
Date of Issuance |
Number of Preferred Units |
Proceeds |
|||
---|---|---|---|---|---|
3/7/08 | 1,100,000 | $ | 110,000,000 | ||
6/11/08 | 500,000 | 50,000,000 | |||
7/2/08 | 400,000 | 40,000,000 |
In August 2008, we sold an aggregate of 378,088 common units at a price of $0.10 per unit to certain of our executive officers and other employees for aggregate proceeds of $37,808.80.
Each of the sales described above was made without registration in reliance upon Section 3(b) and/or Section 4(2) of the Securities Act and did not involve any underwriters, underwriting discounts or commissions or any public offering. Each purchaser represented that he, she or it acquired these securities for investment only and not with a view for sale or in connection with any distribution thereof, and appropriate legends were affixed to any certificates issued. Each of the purchasers had adequate access through their relationship with us to information about us.
II-3
Item 16. Exhibits and Financial Statement Schedule
Exhibit No. |
Description of Exhibit |
|
---|---|---|
1.1* | Form of Underwriting Agreement | |
3.1 |
Form of Certificate of Incorporation of Noble Environmental Power, Inc. |
|
3.2 |
Form of Bylaws of Noble Environmental Power, Inc. |
|
4.2** |
Stockholders Agreement dated as of August 15, 2008, by and among Noble Environmental Power, LLC and the Investors listed in Schedule I thereto |
|
4.3** |
Form of Restricted Stock Agreement |
|
5.1* |
Opinion of Latham & Watkins LLP |
|
10.1(a)** |
Financing Agreement dated as of June 22, 2007 among Noble Environmental Power 2006 Hold Co, LLC, Dexia Credit Local, New York Branch, HSH Nordband AG, New York Branch and the Lenders Parties thereto |
|
10.1(b)** |
Depositary Agreement dated as of June 22, 2007 among Noble Environmental Power 2006 Hold Co, LLC, Dexia Credit Local, New York Branch and The Bank of New York |
|
10.2(a)** |
First Lien Senior Secured Promissory Note dated as of October 26, 2007 by and among NEP Equipment Finance Co., LLC, HSH Nordbank AG, New York Branch and the lenders party thereto |
|
10.2(b)** |
First Amendment to First Lien Senior Secured Promissory Note dated as of February 13, 2008 by and among NEP Equipment Finance Co., LLC, HSH Nordbank AG, New York Branch and the lenders party thereto |
|
10.2(c)** |
Second Amendment to First Lien Senior Secured Promissory Note dated as of March 27, 2008 by and among NEP Equipment Finance Co., LLC, HSH Nordbank AG, New York Branch and the lenders party thereto |
|
10.2(d)** |
Third Amendment to First Lien Senior Secured Promissory Note dated as of March 31, 2008 by and among NEP Equipment Finance Co., LLC, HSH Nordbank AG, New York Branch and the lenders party thereto |
|
10.3(a)**+ |
Second Lien Secured Promissory Note dated as of October 26, 2007 between NEP Equipment Finance Hold Co., LLC and Paragon Noble LLC |
|
10.3(b)**+ |
Guarantee dated October 26, 2007 between Paragon Noble LLC and Noble Environmental Power, LLC |
|
10.4** |
Master Credit Agreement dated as of February 14, 2008, by and between Noble Credit Funding, LLC and RBS Citizens, National Association |
|
10.5(a)**+ |
Pay-As-You-Go Capital Contribution Agreement dated as of June 22, 2007 by and between EFS Noble Holdings, LLC, Noble Environmental Power 2006 Hold Co, LLC and Noble Environmental Power Hold Co. Prime, LLC |
|
10.5(b)**+# |
Amended and Restated Limited Liability Company Agreement of Noble Environmental Power 2006 Hold Co, LLC dated as of May 13, 2008 |
|
10.6(a)**+# |
ISDA Master Agreement and Schedule to the 1992 ISDA Master Agreement each dated as of June 20, 2007 between Credit Suisse Energy LLC and Noble Environmental Power 2006 Hold Co, LLC |
|
10.6(b)**+# |
Credit Support Annex to the Schedule to the 1992 ISDA Master Agreement and Elections and Variables to the ISDA Credit Support Annex each dated as of June 20, 2007 between Credit Suisse Energy LLC and Noble Environmental Power 2006 Hold Co, LLC |
|
10.6(c)**+# |
Confirmation Letter dated June 20, 2007 from Credit Suisse Energy LLC to Noble Environmental Power 2006 Hold Co, LLC |
II-4
10.6(d)** |
Guarantee dated June 22, 2007 between Credit Suisse (USA) Inc., and Noble Environmental Power 2006 Hold Co, LLC |
|
10.6(e)** |
NEP Guarantee dated as of June 22, 2007 between Noble Environmental Power, LLC and Credit Suisse Energy LLC |
|
10.7(a)**+# |
Master Contract for the Sale of Power Generation Equipment and Related Services dated as of February 15, 2006 between General Electric Company and Noble Environmental Power 2006 Hold Co, LLC |
|
10.7(b)**+# |
First Amendment to Master Contract for the Sale of Power Generation Equipment and Related Services dated as of August 24, 2006 between General Electric Company and Noble Environmental Power 2006 Hold Co, LLC |
|
10.8(a)**+# |
Master Contract for the Sale of Power Generation Equipment and Related Services dated as of October 17, 2006 between General Electric Company and Noble Environmental Power 2007 Equipment Co, LLC |
|
10.8(b)**+# |
First Amendment to Master Contract for the Sale of Power Generation Equipment and Related Services dated as of June 4, 2007 between General Electric Company and Noble Environmental Power 2007 Equipment Co, LLC |
|
10.9**+# |
Master Contract for the Sale of Power Generation Equipment and Related Services dated as of October 17, 2006 between General Electric Company and Noble Environmental Power 2008 Equipment Co, LLC |
|
10.10**+# |
Master Contract for the Sale of Power Generation Equipment and Related Services dated as of September 27, 2007 between General Electric Company and Noble Environmental Power 2009 Equipment Co, LLC |
|
10.11**+ |
RPS Standard Form Contract dated as of March 14, 2007 by and between The New York State Energy Research and Development Authority and Noble Altona Windpark, LLC |
|
10.12**+ |
RPS Standard Form Contract dated as of March 14, 2007 by and between The New York State Energy Research and Development Authority and Noble Bliss Windpark, LLC |
|
10.13**+ |
RPS Standard Form Contract dated as of March 14, 2007 by and between The New York State Energy Research and Development Authority and Noble Chateaugay Windpark, LLC |
|
10.14**+ |
RPS Standard Form Contract dated as of March 14, 2007 by and between The New York State Energy Research and Development Authority and Noble Clinton Windpark, LLC |
|
10.15**+ |
RPS Standard Form Contract dated as of March 14, 2007 by and between The New York State Energy Research and Development Authority and Noble Ellenburg Windpark, LLC |
|
10.16** |
Commercial Lease dated as of November 27, 2006 between Macbeth Ventures LLC and Noble Environmental Power, LLC |
|
10.17(a)** |
Form of Subscription Agreement dated as of December 18, 2006 |
|
10.17(b)** |
Schedule of Purchasers |
|
10.18** |
Subscription Agreement dated as of February 29, 2008 by and between Noble Environmental Power, LLC and Christopher Lowe |
|
10.19** |
Unit Subscription Agreement dated as of March 7, 2008 by and between JPMP Wind Energy (Noble), LLC and Noble Environmental Power, LLC |
|
10.20** |
Unit Subscription Agreement dated as of March 7, 2008 by and between CPP Investment Board (USREII) Inc. and Noble Environmental Power, LLC |
II-5
10.21** |
Employment Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and Walter Q. Howard |
|
10.22** |
Change In Control Severance Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and Walter Q. Howard |
|
10.23** |
Employment Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and Charles C. Hinckley |
|
10.24** |
Change In Control Severance Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and Charles C. Hinckley |
|
10.25** |
Employment Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and C. Kay Mann |
|
10.26** |
Change In Control Severance Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and C. Kay Mann |
|
10.27** |
Employment Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and John M. Quirke |
|
10.28** |
Change In Control Severance Agreement dated as of May 5, 2008 by and between Noble Environmental Power, LLC and John M. Quirke |
|
10.29** |
Unit Subscription Agreement dated as of June 6, 2008 by and between CPP Investment Board (USREII) Inc. and Noble Environmental Power, LLC |
|
10.30** |
Employment Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Christopher M. Lowe |
|
10.31** |
Change In Control Severance Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Christopher M. Lowe |
|
10.32** |
Employment Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Thomas Swank |
|
10.33** |
Change In Control Severance Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Thomas Swank |
|
10.34** |
Employment Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Daniel Mandli |
|
10.35** |
Change In Control Severance Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Daniel Mandli |
|
10.36** |
Change In Control Severance Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Jeffrey Wood |
|
10.37** |
Change In Control Severance Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Neil Dyment |
|
10.38** |
Change In Control Severance Agreement dated as of August 15, 2008 by and between Noble Environmental Power, LLC and Robert Fricchione |
|
10.39(a)** |
Financing Agreement dated as of June 30, 2008 among Noble Environmental Power 2008 Hold Co., LLC, Citibank, N.A., Citibank Global Markets, Inc., RBS Securities Corporation, HSH Nordbank AG, New York Branch, Royal Bank of Scotland plc, and the Lenders parties thereto |
|
10.39(b)** |
Depository Agreement dated as of June 30, 2008 among Noble Environmental Power 2008 Hold Co., LLC, Citibank, N.A. and the Bank of New York |
|
10.40(a)**+ |
Membership Interest Purchase and Equity Capital Contribution Agreement dated as of June 30, 2008 by and among Noble Environmental Power 2008 Hold Co., LLC, Noble Environmental Power 2008 Hold Co. Prime, LLC, EFS Noble II LLC, GE Capital Markets, Inc. and any other Class A Equity Investor party thereto |
II-6
10.40(b)**+ |
Additional Capital Contribution Agreement dated as of June 30, 2008 by and among Noble Environmental Power 2008 Hold Co., LLC, Noble Environmental Power 2008 Hold Co. Prime, LLC, EFS Noble II LLC and GE Capital Markets, Inc. |
|
10.41(a)**+# |
ISDA Master Agreement and Schedule to the 1992 ISDA Master Agreement each dated as of June 30, 2008 between Citigroup Energy Inc. and Noble Environmental Power 2008 Hold Co., LLC |
|
10.41(b)**+# |
Credit Support Annex to the Schedule to the 1992 ISDA Master Agreement and Elections and Variables to the ISDA Credit Support Annex each dated as of June 30, 2008 between Citigroup Energy Inc. and Noble Environmental Power 2008 Hold Co., LLC |
|
10.41(c)**+# |
Confirmation Letter dated June 30, 2008 from Citigroup Energy Inc. to Noble Environmental Power 2008 Hold Co., LLC |
|
10.41(d)** |
Guarantee, dated June 30, 2008, of Citigroup, Inc. in favor of Noble Environmental Power 2008 Hold Co., LLC and Citibank, N.A., as First Lien Collateral Agent |
|
10.42**+# |
Master Contract for the Sale of Power Generation Equipment and Related Services dated as of July 3, 2008 between General Electric Company and Noble Environmental Power 2010 Equipment Co., LLC |
|
10.43**+ |
RPS Standard Form Contract dated as of May 27, 2008 by and between The New York State Energy Research and Development Authority and Noble Wethersfield Windpark, LLC |
|
10.44(a) |
Noble Environmental Power Inc. 2008 Incentive Award Plan |
|
10.44(b) |
Noble Environmental Power Inc. 2008 Incentive Award Plan—Form of Stock Option Grant Notice and Stock Option Agreement |
|
10.44(c) |
Noble Environmental Power, Inc. 2008 Incentive Award Plan—Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement |
|
10.45 |
Noble Environmental Power Annual Incentive Plan |
|
10.46(a)** |
Form of Subscription Agreement dated as of August 15, 2008 |
|
10.46(b)** |
Schedule of Purchasers |
|
10.47(a)** |
Form of Subscription Agreement dated as of August 15, 2008 |
|
10.47(b)** |
Schedule of Purchasers |
|
10.48** |
Subscription Agreement dated as of August 15, 2008 between Noble Environmental Power LLC and Rockfield Noble Holding, LLC |
|
10.49**+ |
RPS Standard Form Contract dated as of March 14, 2007 by and between The New York State Energy Research and Development Authority and Noble Bellmont Windpark, LLC |
|
21.1** |
Subsidiaries of Noble Environmental Power, LLC |
|
23.1** |
Consent of Deloitte & Touche LLP |
|
23.2* |
Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
|
24.1** |
Power of Attorney (included in signature pages) |
II-7
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Noble Environmental Power, LLC:
We have audited the consolidated balance sheet of Noble Environmental Power, LLC and subsidiaries (a Developmental Stage Company) (the "Company") as of December 31, 2007 and 2006, and the consolidated statements of operations and comprehensive loss, changes in members' equity and cash flow for each of the three years in the period ended December 31, 2007 and the period from August 31, 2004 (date of inception) to December 31, 2007 and have issued our report thereon dated May 8, 2008 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 16 of this Registration Statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/
Deloitte & Touche LLP
Hartford, Connecticut
May 8, 2008
II-8
NOBLE ENVIRONMENTAL POWER, LLC
(A Development Stage Enterprise)
Condensed Parent Company Balance Sheets
|
December 31, 2007 |
December 31, 2006 |
|||||||
---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||
Current Assets: |
|||||||||
Cash and equivalents | $ | 40,539,412 | $ | 6,245,826 | |||||
Restricted cash | 18,504,225 | — | |||||||
Prepaid and other current assets | 528,909 | 315,104 | |||||||
Total current assets |
59,572,546 |
6,560,930 |
|||||||
Noncurrent Assets: |
|||||||||
Property and Equipment: | |||||||||
Property and equipment, net | 4,109,824 | 2,985,581 | |||||||
Construction in progress | 16,228,044 | 7,411,905 | |||||||
Total property and equipment, net |
20,337,868 |
10,397,486 |
|||||||
Construction material deposits |
— |
73,907,386 |
|||||||
Advances to subsidiaries | 158,858,446 | 65,011,578 | |||||||
Other assets | 1,075,941 | 751,953 | |||||||
Total assets |
$ |
239,844,801 |
$ |
156,629,333 |
|||||
LIABILITIES AND MEMBERS' EQUITY |
|||||||||
Current Liabilities: |
|||||||||
Accounts payable | 1,695,204 | 6,509,233 | |||||||
Accrued expenses | 13,373,236 | 5,383,500 | |||||||
Total current liabilities | 15,068,440 | 11,892,733 | |||||||
Members' Equity: |
|||||||||
Member contributions | 302,522,378 | 174,259,993 | |||||||
Deficit accumulated during the development stage | (72,009,158 | ) | (29,523,393 | ) | |||||
Accumulated other comprehensive loss | (5,736,859 | ) | — | ||||||
Total members' equity |
224,776,361 |
144,736,600 |
|||||||
Total Liabilities and Members' Equity |
$ |
239,844,801 |
$ |
156,629,333 |
|||||
II-9
SCHEDULE I
NOBLE ENVIRONMENTAL POWER, LLC
(A Development Stage Enterprise)
Condensed Parent Company Statements of Operations and Comprehensive Loss
For the Years Ended December 31, 2007, 2006 and 2005, and the Period from August 31, 2004
(date
of inception) to December 31, 2007
|
Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Year Ended December 31, 2005 |
Period From August 31, 2004 (Date of Inception) to December 31, 2007 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Expenses | 44,028,561 | 21,134,357 | 7,783,254 | 74,031,476 | |||||||||
Total Expenses | (44,028,561 | ) | (21,134,357 | ) | (7,783,254 | ) | (74,031,476 | ) | |||||
Interest income | 1,542,795 | 455,580 | 23,943 | 2,022,318 | |||||||||
Net loss | (42,485,766 | ) | (20,678,777 | ) | (7,759,311 | ) | (72,009,158 | ) | |||||
Other comprehensive loss | (5,736,859 | ) | — | — | (5,736,859 | ) | |||||||
Comprehensive loss | $ | (48,222,625 | ) | $ | (20,678,777 | ) | $ | (7,759,311 | ) | $ | (77,746,017 | ) | |
II-10
SCHEDULE I
NOBLE ENVIRONMENTAL POWER, LLC
Condensed Parent Company Statements of Cash Flow
For the Years Ended December 31, 2007, 2006 and 2005, and the Period from
August 31, 2004
(date of inception) to December 31, 2007
|
Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Year Ended December 31, 2005 |
Period From August 31, 2004 (Date of Inception) to December 31, 2007 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash flows from operating activities: | ||||||||||||||
Net loss | $ | (42,485,766 | ) | $ | (20,678,777 | ) | $ | (7,759,311 | ) | $ | (72,009,158 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||||||||
Depreciation | 735,987 | 478,106 | 82,994 | 1,297,087 | ||||||||||
Write-off of construction in progress | 573,554 | — | — | 573,554 | ||||||||||
Member non cash equity contributions | — | 300,000 | — | 300,000 | ||||||||||
Loss on sale of property and equipment | 60,595 | 19,921 | — | 80,516 | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Increase in prepaid and other current assets | (213,805 | ) | (315,104 | ) | — | (528,909 | ) | |||||||
(Increase) decrease in noncurrent assets and liabilities | 329,229 | (335,000 | ) | (200,000 | ) | (205,771 | ) | |||||||
Increase in accounts payable and accrued expenses | 3,175,707 | 11,449,003 | 923,306 | 15,629,921 | ||||||||||
Net cash used by operating activities | (37,824,499 | ) | (9,081,851 | ) | (6,953,011 | ) | (54,862,760 | ) | ||||||
Cash flows from investing activities: | ||||||||||||||
Restricted cash | (18,504,225 | ) | — | — | (18,504,225 | ) | ||||||||
Issuance of notes receivable | — | (216,953 | ) | — | (216,953 | ) | ||||||||
Investment in property and equipment | (1,940,825 | ) | (2,279,285 | ) | (1,492,317 | ) | (5,712,427 | ) | ||||||
Proceeds form the sale of property and equipment | 20,000 | 205,000 | — | 225,000 | ||||||||||
Construction in progress | (9,389,693 | ) | (6,850,424 | ) | (561,481 | ) | (16,801,598 | ) | ||||||
Construction material deposits | — | (37,247,318 | ) | (36,660,068 | ) | (73,907,386 | ) | |||||||
Net cash used by investing activities | (29,814,743 | ) | (46,388,980 | ) | (38,713,866 | ) | (114,917,589 | ) | ||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from borrowings | — | — | 40,313,337 | 40,313,337 | ||||||||||
Repayment of borrowings | — | (40,874,818 | ) | — | (40,874,818 | ) | ||||||||
Intercompany advances | (25,676,341 | ) | (56,413,888 | ) | (8,597,690 | ) | (90,687,919 | ) | ||||||
Deferred offering costs | (653,217 | ) | — | — | (653,217 | ) | ||||||||
Proceeds from equity contributions | 128,262,386 | 158,539,192 | 14,061,633 | 302,222,378 | ||||||||||
Net cash provided by financing activities | 101,932,828 | 61,250,486 | 45,777,280 | 210,319,761 | ||||||||||
Net increase in cash | 34,293,586 | 5,779,655 | 110,403 | 40,539,412 | ||||||||||
Cash and equivalents at beginning of the period | 6,245,826 | 466,171 | 355,768 | — | ||||||||||
Cash and equivalents at the end of the year | $ | 40,539,412 | $ | 6,245,826 | $ | 466,171 | $ | 40,539,412 | ||||||
Noncash financing and investing activities | ||||||||||||||
Transfer of construction material deposits | $ | 73,907,386 | ||||||||||||
II-11
Insofar as indemnification for liabilities arising under the Securities Act of 1933, or the Securities Act, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.
The undersigned Registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement, certificates in such denomination and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
II-12
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Essex, State of Connecticut on September 11, 2008.
NOBLE ENVIRONMENTAL POWER, LLC | |||||
By: |
/s/ Christopher M. Lowe |
||||
Name: | Christopher M. Lowe | ||||
Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated below on September 11, 2008.
Signature |
Title |
|
---|---|---|
* Walter Q. Howard |
President and Chief Executive Officer and Manager/Director (principal executive officer) |
|
* Charles C. Hinckley |
Executive Chairman and Manager/Director |
|
/s/ Christopher M. Lowe Christopher M. Lowe |
Executive Vice President and Chief Financial Officer (principal financial officer) |
|
* Neil Dyment |
Senior Vice President of Accounting and Purchasing (principal accounting officer) |
|
* Stephen Murray |
Manager/Director |
|
* Christopher Behrens |
Manager/Director |
|
* Nancy-Ann DeParle |
Manager/Director |
II-13
* John Warner |
Manager/Director |
|
* Barry Goldstein |
Manager/Director |
*By: |
/s/ Christopher M. Lowe Christopher M. Lowe Attorney-in-Fact |
II-14
This ‘S-1/A’ Filing | Date | Other Filings | ||
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Filed on: | 9/11/08 | |||
8/15/08 | ||||
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6/30/08 | ||||
6/6/08 | ||||
5/27/08 | ||||
5/13/08 | ||||
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3/31/08 | ||||
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2/15/06 | ||||
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8/31/04 | ||||
List all Filings |