First Wind seeks consents from 10¼% noteholders to issue more notes

By Susanna Moon

Chicago, March 26 - First Wind Capital, LLC said it began a consent solicitation to seek from holders of its 10¼% senior secured notes due 2018 permission to issue more notes.

The company is looking to modify the definition of permitted debt under the notes indenture to permit the company to issue up to $75 million of additional notes under the indenture and $75 million of additional notes for the purpose of acquiring permitted businesses or making capital expenditures or paying for project costs, according to a press release.

The amendment also would modify the restricted payments covenant to permit payments to First Wind Holdings or its subsidiaries in an aggregate amount of up to $29 million with the proceeds of additional notes.

The consent fee will be $20.00 in cash per $1,000 principal amount of notes.

The consent solicitation also seeks to modify the following terms:

• The fair market value requirements in the restricted payments covenant to require a board resolution, in lieu of an opinion or an appraisal, for any determination regarding the project referred to as MA Solar;

• The definitions of permitted business and project in the notes indenture to include solar and other renewable energy generation facilities; and

• The covenant concerning transactions with affiliates to require a board resolution, in lieu of an opinion as to fairness, for any determination regarding the project referred to as MA Solar.

The company needs to obtain consents from holders of at least a majority of the outstanding notes.

The consent solicitation will end at 5 p.m. ET on April 1. Holders must be of record as of 5 p.m. ET on March 25.

The tender offer is conditioned the company securing the needed consents and completion of a debt financing in an aggregate principal amount of $75 million.

As of March 2, holders of about 47% of the total outstanding notes have said they plan to consent to the proposed amendments.

Goldman, Sachs & Co. to act as the solicitation agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182. Requests for documents may be directed to D.F. King & Co., Inc., the information and tabulation agent, at (800) 697-6975.

First Wind develops, finances, builds and operates utility - scale renewable energy projects throughout the United States. The company is based in Boston.

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