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QTWW > SEC Filings for QTWW > Form 8-K on 31-May-2013All Recent SEC Filings

Show all filings for QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.


31-May-2013

Entry into a Material Definitive Agreement, Fin


Item 1.01. Entry Into a Material Definitive Agreement.

On May 24, 2013, Quantum Fuel Systems Technologies Worldwide, Inc. (the "Company"), its wholly-owned subsidiary, Schneider Power Inc. ("SPI) and certain wholly-owned subsidiaries of SPI entered into a Purchase Agreement (the "Purchase Agreement") with Sierra Nevada Power (Ontario) Ltd. (the "Purchaser") for the sale and purchase of a 10 MW wind farm development project (the "Trout Creek Project") located in Ontario, Canada.
The sale of the Trout Creek Project will occur in two phases. The first phase ("Phase 1") will result in the purchaser acquiring 74.9% of the ownership interests in the Trout Creek Project for an aggregate purchase price of Canadian Dollar (CAD) $1,207,959, of which CAD $971,250 will be paid in cash on the closing of Phase 1 and CAD $236,709 will be paid by the purchaser's assumption of certain Trout Creek Project liabilities. The second phase ("Phase 2") will result in the purchaser acquiring the remaining 25.1% of the ownership interest in the Trout Creek Project (the "25% Interest") for a purchase price of CAD $1,143,750 upon the exercise by the purchaser of an irrevocable option to purchase the 25% Interest (the "Purchase Option"). The Purchase Option will be granted to the purchaser upon the closing of Phase 1 and must be exercised if and when the development of the Trout Creek Project is completed and the wind farm begins commercial operation.

Phase 1 is expected to close in approximately 4 to 6 weeks, subject to the parties' satisfaction or waiver of customary closing conditions and the parties' receipt from the Ontario Power Authority (the "OPA") of an acknowledgement that an event of default under the the Feed-In-Tariff contract issued by the OPA in connection with the Trout Creek Project has not occurred or, if an event of default has occurred, a waiver from the OPA of such event of default. Phase 2 is expected to close within approximately 18 to 24 months, subject to (among other things) the Trout Creek Project achieving commercial operation.

Pursuant to the terms of the Purchase Agreement, following the closing of Phase 1, the purchaser will be solely responsible for all development costs and expenses related to the Trout Creek Project.

The closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions and the parties' receipt from the Ontario Power Authority (the "OPA") of an acknowledgement that an event of default under the the Feed-In-Tariff contract issued by the OPA in connection with the Trout Creek Project has not occurred or, if an event of default has occurred, a waiver from the OPA of such event of default. The Purchase Agreement also contains customary representations, warranties, covenants and mutual indemnification.

The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 10.1.
The Company's press release, dated May 29, 2013, announcing the sale of the Trout Creek Project is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

Exhibit No.     Description

10.1            Purchase Agreement, dated May 24, 2013, by and among Quantum Fuel
                Systems Technologies Worldwide, Inc., Trout Creek Wind Power Inc.,
                Schneider Power Inc, Schneider Power Generation Inc. and Sierra
                Nevada Power (Ontario) Ltd.
99.1            Press Release dated May 29, 2013


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