First Wind Capital, LLC ('First Wind Capital') announced its intention to launch a private placement of $75 million of 10.25% senior secured notes due 2018 (the 'Notes'). First Wind Capital previously issued $200 million of its 10.25% senior secured notes due 2018 on May 20, 2011, of which $155,750,000 are currently outstanding.
First Wind Capital intends to use the net proceeds from this offering and its existing cash on hand to pay the consent fee for its current consent solicitation, to fund parts of its Oakfield project in Maine, to purchase the MA Solar projects in Massachusetts from its ultimate parent company, First Wind Holdings, LLC ('First Wind Holdings'), to make a distribution to First Wind Holdings, to pay transaction fees and expenses and for general corporate purposes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States or to U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to "qualified institutional buyers" in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.