The monthly report 8-K filed today:
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on October 30, 2011, Beacon Power Corporation, a Delaware corporation (the “Company”), filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The filings, Case Nos. 11-13450, 11-13451 and 11-13452, were made by the Company for Beacon Power Corporation, Stephentown Holding, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Holdings”), and Stephentown Regulation Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“SRS”) (together, the “Bankruptcy Cases”).
As also previously disclosed, on February 7, 2012, the Bankruptcy Court, under Case No. 11-13450 (KJC), approved an order (the “Sale Order”) authorizing the sale of substantially all of the Company’s and SRS’s assets pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, SRS, RC Beacon Acquisition, LLC, a Delaware limited liability company (“RC Beacon”), and Spindle Grid Regulation, LLC, a Delaware limited liability company (“Spindle Grid”). RC Beacon and Spindle Grid are subsidiaries of Rockland Capital, LLC. Closing of the transactions contemplated by the Asset Purchase Agreement remains subject to the Federal Energy Regulatory Commission’s (FERC) approval of the sale of the SRS assets and other closing conditions.
Based on the status of the Bankruptcy Cases as of the date of this filing, management of the Company does not currently expect holders of the Company’s equity securities to receive any distributions on account of any such equity securities.
The Debtors’ monthly operating report for the month of November, 2011 (the “November Monthly Operating Report”), as filed with the Bankruptcy Court on February 17, 2012, is attached as Exhibit 99.1 and is incorporated herein by reference.
The monthly operating reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court and the Bankruptcy Code. The financial information contained in the November Monthly Operating Report is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals and disclosure items. The Company cautions readers not to place undue reliance on the November Monthly Operating Report. The November Monthly Operating Report may be subject to revision. The November Monthly Operating Report is in a format required by the Bankruptcy Court and the Bankruptcy Code and should not be used for investment purposes. The information in the November Monthly Operating Report should not be viewed as indicative of future results.
Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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