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| JUHL.OB > SEC Filings for JUHL.OB > Form 8-K on 24-Feb-2012 | All Recent SEC Filings |
24-Feb-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or Dispositi
On October 13, 2011, the Company's, wholly owned subsidiary, Juhl Energy Development, Inc., a Minnesota corporation ("JEDI"), became the sole equity owner in Winona Wind Holdings, LLC, a Minnesota limited liability company ("Winona"), which owns 100% of Winona County Wind, LLC ("WCW"), the operator of a 1.5 megawatt wind-powered electric generating facility near Woodstock, Minnesota. JEDI entered into a unit purchase agreement (the "Purchase Agreement") for the purchase of 1,000 membership units of Winona (the "Units"), which represents 100% of the equity interest, from two individual project owners (the "Sellers"), for $99,800. The Sellers are known to JEDI, one being a non-executive employee and the other being a relative of our assistant secretary. These individuals acquired the Units from the Winona County Economic Development Authority in anticipation of the development and financing of the project and paid the identical price to that paid by JEDI several months prior to the transaction described herein. Due to various reasons, including project delays and financing concerns, the Sellers and JEDI entered into the transaction.
Pursuant to the Purchase Agreement, JEDI purchased the Units from the Sellers, in a private sale exempt from registration under Section 4(1) of the Securities Act of 1933. The purchase price of $99,800 (the "Purchase Price") consisted of the following: (i) $5,000 of the Purchase Price payable in cash and (ii) the remaining $94,800 by way of the assumption of Winona's net obligations, including, without limitation, that certain promissory note by and between Winona and Winona County Economic Development Authority ("WCEDA") dated June 1, 2010 (the "Note"). The Purchase Agreement is attached to this report as Exhibit 2.1.
The Purchase Transaction
On October 13, 2011, JEDI acquired 100% of the ownership interest in Winona from individual sellers in a private sale transaction, for a purchase price of $99,800 (as described in Item 1.01). In addition to the equity purchase, JEDI has a remaining receivable from WCW in the amount of approximately $3,354,000 primarily related to the supply of two turbines, balance of plant construction and other development expenses. At the present time, JEDI is currently seeking additional monies through traditional bank financing, cost negotiations with vendors, and settlement of litigation with a freight carrier in order to address the collection of the receivable. It has not been determined at this time whether JEDI will convert any of the remaining receivable into additional equity into the WCW project.
Winona Wind Holdings, LLC
At the time of acquisition, Winona Wind Holdings, LLC was a Minnesota limited
liability company, which in turn owns 100% of the membership interests in WCW,
the owner and operator of a 1.5 megawatt wind powered electric generating
facility in Winona, Minnesota. Subsequent to the acquisition, WCW placed its
wind farm in service on October 27, 2011.
Subsequent to JEDI's acquisition of 100% of the equity interests in Winona, on December 31, 2011, JEDI assigned its 100% interest in Winona to Juhl Renewable Assets, Inc., a Delaware corporation, which is one of the Company's subsidiaries.
As of the filing date hereof, Juhl Renewable Assets, Inc. is the 100% owner of Winona.
Characterization of Acquisition of Winona Wind Holdings, LLC
On November 14, 2011, the Company filed a Quarterly Report on Form 10-Q describing the acquisition of Winona. At that time, the Company did not deem the transaction to constitute the entry into a material definitive agreement under Item 1.01 of Form 8-K or an acquisition of a significant amount of assets reportable under Item 2.01 of Form 8-K. However, under further review, the Company has decided to supplement its disclosure in the Form 10-Q with the filing of this Form 8-K. Although the acquisition of Winona by JEDI is a reportable acquisition of a significant amount of assets, which exceeds 10% of the total assets of the Company and its consolidated subsidiaries, it does not meet the thresholds under the significant acquisition testing under Regulation S-X that would require the presentation of financial statements and pro forma information under Item 9.01 hereof.
The Company will be incorporating the WCW and Winona financial activities into its December 31, 2011 consolidated financial statements.
The disclosure set forth under Item 1.01 of this Current Report is incorporated herein in its entirety by reference.
On December 7, 2011, the Company issued a press release concerning the completion and start-up of the Winona wind farm project.
A copy of the press release concerning the Exchange is attached hereto as Exhibit 99.1 hereto.
The information in Item 8.01 of this Report, including the information contained in Exhibit 99.1, shall be deemed "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 shall be expressly set forth by specific reference in such filing.
Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this current report.
Exhibit No. Description
2.1 Unit Purchase Agreement, dated as of October 13, 2011 between individual sellers and Juhl Energy Development, Inc.
2.2 Transfer Agreement, dated as of December 31, 2011 between Juhl Energy Development, Inc. and Juhl Renewable Assets, Inc.
99.1 Juhl Wind, Inc., Press Release, dated December 7, 2011
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