This was the plan on 4/2008. Is this related to NewCo, which would be the "newly formed entity affiliated with HH Capital?" Maybe this has already been discussed or maybe things have changed since then. But if this proposal is still valid, it lists the conditions that must be met for the financing to kick in.
Laidlaw Reaches Agreement for the Financing of its Berlin, NH Biomass-Energy Project
NEW YORK--(BUSINESS WIRE)--Laidlaw Energy Group, Inc. (Ticker Symbol “LLEG”), through its affiliate, Laidlaw Berlin BioPower, LLC, announced today that it has entered into an agreement with HH Capital Advisors, LLC for the financing required for its Berlin, New Hampshire biomass-energy project. Such agreement is structured as a sale-leaseback transaction, in this regard Laidlaw Berlin BioPower, LLC will be selling the project to a newly formed entity affiliated with HH Capital Advisors, LLC and leasing the project back pursuant to a long term net lease.
The transaction is structured such that there will be two separate closings. The first closing will occur after and if a variety of conditions precedent have occurred, including, without limitation, that Laidlaw Berlin BioPower, LLC has the land on which the project will be constructed under its exclusive control and that HH Capital Advisors, LLC has approved: (i) the lease under which Laidlaw Berlin BioPower, LLC will be leasing the project back from HH Capital Advisors, LLC, (ii) the environmental condition of the property, (iii) the title to the property, (iv) a development budget, (v) a development agreement, and (vi) a letter of intent covering all the major provisions of the proposed power purchase agreement for 100% of the power to be produced by the project. At the first closing $8 million will be funded to be used for the acquisition of the land and working capital in connection with the continued development efforts regarding the project. Laidlaw believes that it has met or can readily meet the foregoing conditions.
The second closing will occur after and if a variety of additional conditions precedent have occurred, including, without limitation, that Laidlaw Berlin BioPower, LLC has obtained in final form and HH Capital Advisors, LLC has received and approved: (i) all of the agreements relating to the project, including, without limitation, the power purchase agreement for 100% of the power to be produced by the project and the contract for the construction of the project, (ii) all permits with respect to the construction and operation of the project, (iii) all reports, studies and financial projections supporting the feasibility of the project. At the second closing sufficient monies will be funded to cover the balance of the estimated total costs for the development, construction and financing of the project.
Commenting on the Agreement with HH Capital Advisors, LLC, Laidlaw Berlin BioPower, LLC President and CEO Michael Bartoszek stated “We are truly excited about entering into this arrangement with HH Capital Advisors, LLC. This Agreement comes after a long courtship between Laidlaw Berlin BioPower, LLC and HH Capital Advisors, LLC and an extended period of deliberation on our part as to what represents the best opportunity for the financing of the project. While we received numerous offers and overtures to finance this project from major institutional investors, including Morgan Stanley, Macquarie Bank and Greystone & Co., we concluded that the structure offered by HH Capital Advisors, LLC presents the best opportunity for us. In addition, they have substantial experience in financing major capital projects, including energy facilities.”
Laidlaw is in the process of finalizing the definitive asset purchase agreement with North American Dismantling Corp, the current owner of the Berlin site, and expects to announce the execution of this document within the next several days.
