Cohocton Wind Watch
Cohocton Wind Watch is a community citizen organization dedicated to preserve the public safety, property values, economic viability, environmental integrity and quality of life in Cohocton, NY and in surrounding townships. Neighbors committed to public service in order to achieve a reasonable vision for a Finger Lakes region worthy of future generations.


READ about the FIRST WIND Connection to the Obama Administration

Industrial Wind and the Wall Street Cap and Trade Fraud




********************************************************************

Wednesday, July 26, 2017

SunEdison Sets Bankruptcy Exit With Nothing for Shareholders

https://www.bloomberg.com/news/articles/2017-07-25/sunedison-sets-bankruptcy-exit-with-nothing-for-shareholders

SunEdison Inc. won final approval for a bankruptcy plan that will leave what was once the world’s largest renewable-energy firm as a shell of its former self, with nothing for shareholders whose investment at one point had been worth about $10 billion.

SunEdison, known for gobbling up other companies and expanding at breakneck speed, will now exit Chapter 11 to “continue business operations to administer and maximize the value of the company’s remaining assets,” including intellectual property and fixtures, Chief Financial Officer Philip Gund said in court filings.

U.S. Bankruptcy Judge Stuart Bernstein’s approval of the reorganization plan in Manhattan court Tuesday came as he overruled remaining objections from shareholders as well as two investors who had opposed the company’s exit financing. He noted that many shareholders had emailed him to object to the plan, and that he would issue a written ruling explaining his decision to approve the reorganization in despite of their protests.

Bernstein said there was no evidence of bad faith in the negotiation of exit financing, as had been alleged by CNH Partners LLC and AQR Capital Management LLC, holders of second-lien debt. Left out of the exit financing, they had alleged that the company had essentially bought the votes of other second-lien creditors that had agreed to fund it in exchange for stock in the reorganized company.

Bleak Prospects

When SunEdison first sought court protection in April 2016, things looked bleak for creditors and its two companies known as yieldcos created to buy the wind and solar projects it built, TerraForm Power Inc. and TerraForm Global Inc., whose finances were deeply entwined with their parent. The bankruptcy covered $16.1 billion in liabilities and a tangle of 1,500 legal entities, including individual wind and solar projects still in development.

SunEdison managed to settle disputes with the yieldcos and negotiate a sale for some of its more prized projects. Its crowning achievement was the sale of its yieldco stakes to Brookfield Asset Management Inc.

SunEdison’s second-lien debt holders participating in the exit financing will get 90 percent of the company’s new common stock as well as 90 percent of Class A shares in TerraForm Power in exchange for backing a rights offering designed to raise $300 million for the bankruptcy exit, according to court filings.

The reorganized company’s modest agenda also includes completing transactions for remaining assets that are being sold, and maximizing the recovery of tax refunds, court filings show.

Management Actions

The plan also settles some disputes over what caused the company to fail. These included the actions of executives and directors, and how SunEdison created and used the two TerraForms to deliver yield to investors hungry for wind and solar investments. The pacts resolve issues that are all “highly contentious, complex, multi-party issues that would each raise their own risks and factual challenges if litigated,” Chief Executive Officer John Dubel wrote in a court filing.

Those measures helped unsecured creditors, who had once expected to get nothing. They secured $32 million in proceeds of directors and officers’ insurance through settlements, and $18 million through negotiations with the yieldcos. They will be repaid through a trust, seeded with those funds, which also has the rights to pursue lawsuits over the company’s demise. While the settlements limit potential lawsuits, court papers note that some claims related to fraud, willful misconduct or gross negligence are still possible.

Secured creditors, including some who rolled over their pre-bankruptcy debt into a new loan at the outset of the Chapter 11 case, will be repaid in full with cash, according to court papers. This group includes banks that provided the company with an operating loan to keep funding projects in bankruptcy.

More Lawsuits

A debtor-in-possession or DIP loan from Deutsche Bank AG as administrative agent at the outset of the case was repaid by a second DIP loan in April. The second DIP was arranged by Deutsche Bank, Goldman Sachs Lending Partners LLC and Bank of America Merrill Lynch. Deutsche, Goldman and other funds were also lenders, according to court papers.

The reorganization doesn’t affect ongoing lawsuits from SunEdison’s common shareholders, who pursued the company’s former management. A spokesman for SunEdison didn’t return a call and email seeking comment.

Even as the reorganization draws to a close, letters from more than 100 disgruntled shareholders continue to roll in for the judge, and a group to represent them continued to object. They questioned how the company ran through $24 billion in financing, leaving nothing for them. They also complained that they were left in the dark about how assets were valued and sold.

“I have significant value in this company which will affect my family,” shareholder Piyush Patel wrote in a July 5 letter to Bernstein, complaining that an independent financial audit of the company was never done.

“SunEdison flew too close to the sun and landed in Manhattan bankruptcy court,” Nathan Serota, a New York-based analyst at Bloomberg New Energy Finance, said in an email last week. “During the Chapter 11 process, the company lost nearly all of the the assets and personnel that -- for better or worse – defined it in the first place.”

The case is In re SunEdison Inc., 16-10992, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The shareholder lawsuits are 16-02742, U.S. District Court, Southern District of New York (Manhattan).


Tuesday, July 25, 2017

SunEdison sets bankruptcy exit as judge OKs reorganization plan

https://seekingalpha.com/news/3281232-sunedison-sets-bankruptcy-exit-judge-oks-reorganization-plan?uprof=46&dr=1#email_link

SunEdison (OTCPK:SUNEQwins final approval for a bankruptcy plan that will leave nothing for shareholders whose investment once had been worth ~$10B.
SUNE will exit Chapter 11 to “continue business operations to administer and maximize the value of the company’s remaining assets,” according to court filings.
SUNE’s second-lien debt holders participating in the exit financing will get 90% of the company’s new common stock as well as 90% of Class A shares in TerraForm Power (NASDAQ:TERP) in exchange for backing a rights offering designed to raise $300M for the bankruptcy exit.
Now read: SunEdison's Confirmation Hearing Is On July 20 - The End To This Saga »https://seekingalpha.com/article/4086814-sunedisons-confirmation-hearing-july-20-end-saga?source=read_now

Friday, July 21, 2017

TerraForm Power, Inc. (TERP) - FORM 10-K

TerraForm Power, Inc. (TERP) - FORM 8-K

TerraForm Power Reports 4Q 2016 and Full Year 2016 Financial Results

Wednesday, July 05, 2017

TerraForm Power Announces Extensions to Regain Nasdaq Compliance

BETHESDA, Md., June 30, 2017 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power" or the "Company"), an owner and operator of clean energy power plants, announced today that the Nasdaq Hearings Panel granted the Company further extensions to regain compliance with Nasdaq's continued listing requirements. Under these extensions, the Company's Class A common stock will remain listed on the Nasdaq Stock Market, subject to the requirement that the Company's Form 10-K for the year ended December 31, 2016 be filed with the SEC by July 24, 2017, its annual meeting of stockholders be held by August 24, 2017, its Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and its Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017.
In addition, the Company is required to provide the Nasdaq Hearings Panel, by July 10, 2017, certain additional information regarding the status of the audit of the Company's financial statements for the fiscal year ended December 31, 2016. The Nasdaq Hearings Panel may reconsider the terms of the above extensions following its review of this additional information or based on any other relevant event, condition or circumstance.
About TerraForm Power
TerraForm Power is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Power creates value for its investors by owning and operating clean energy power plants. For more information about TerraForm Power, please visit: www.terraformpower.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as "expect," "anticipate," "believe," "intend," "plan," "seek," "estimate," "predict," "project," "goal," "guidance," "outlook," "objective," "forecast," "target," "potential," "continue," "would," "will," "should," "could," or "may" or other comparable terms and phrases.
Such statements include, without limitation, statements regarding the additional time that has been granted for the Company to regain compliance with the Nasdaq rules; the Company's ability and time required to regain compliance with the Nasdaq rules; and the progress, outcome and timing of completing the delayed filings and holding the annual meeting. These forward-looking statements are based on current expectations as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the Nasdaq Hearing Panel's review of the additional information regarding the status of the audit of the Company's financial statements for the fiscal year ended December 31, 2016, the extent and impact of delays in the Company's completion of its financial statements and the filing of its annual and quarterly reports; whether the Nasdaq Hearings Panel will reconsider the terms of the extension granted; whether the Nasdaq Listing and Hearing Review Council will determine to review the Panel's decision; the Company's ability to regain compliance with Nasdaq's continued listing requirements; as well as additional factors we have described in other filings with the Securities and Exchange Commission.
The risks included above are not exhaustive. Other factors that could adversely affect our business and prospects are described in the filings made by us with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 29, 2017, TerraForm Power, Inc. (the “Company”) received a notification letter from a Hearings Advisor from the Nasdaq Office of General Counsel, informing the Company that the Nasdaq Hearings Panel (the “Panel”) granted the Company further extensions to regain compliance with Nasdaq’s continued listing requirements. Under these extensions, the Company’s Class A common stock will remain listed on the Nasdaq Stock Market, subject to the requirement that the Company’s Form 10-K for the year ended December 31, 2016 be filed with the Securities and Exchange Commission (the “SEC”) by July 24, 2017, its annual meeting of stockholders be held by August 24, 2017, its Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and its Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017.

In addition, the Company is required to provide the Panel, by July 10, 2017, certain additional information regarding the status of the audit of the Company’s financial statements for the fiscal year ended December 31, 2016. The Panel may reconsider the terms of the above extensions following its review of this additional information or based on any other relevant event, condition or circumstance. The Nasdaq Listing and Hearing Review Council may also determine to review the Panel’s decision.

Thursday, June 01, 2017

SunEdison Bankruptcy Case - Something Is Seriously Wrong Here

Source Link

In their May 8 objection to the disclosure statement, the lawyers for the equity committee, Nastasi Partners, raised some key questions:
**Why did the Debtors (SunEdison)... decide to liquidate rather than reorganize?
**How did the Debtors raise $24 billion between 2013 and 2016, but manage to dissipate approximately $20 billion?
**How much are the Debtors' interests in their myriad direct and indirect subsidiaries worth - and what happened to the $9 billion the Debtors invested in them?
**Were the Debtors' servicing contracts with the YieldCo modified around the time of the bankruptcy filings to provide for unilateral termination by the YieldCos on 30 days' notice - thereby stripping the estates of significant value?
**How does the value ascribed to the Debtors' servicing business under the proposed YieldCo Settlement square with an enterprise value of $2.231 billion - the value SunEdison ascribed to that same business in January of 2016?
 Part of the problem with getting a clearer picture of the various multiple layers of subsidiaries is that even the reorganization plan is not specific about what happens with specific intercompany claims. As stated in the proposed plan: "all net Allowed Intercompany Claims (taking into account any setoffs of Intercompany Claims) held by the Debtors between and among any Affiliate of the Debtors shall be either reinstated, cancelled, released, or otherwise settled in the Debtors' discretion with the reasonable consent of the Supporting Second Lien Parties".


Many of the projects have financing that is specific to that project without guarantor of other SunEdison entities and are not part of the Chapter 11 filing. Additional entities, however, have been added over the last year to those included in the joint bankruptcy case. It is unclear on the value of these intercompany receivables and the allowance for doubtful accounts. This makes it nearly impossible to get a handle on valuation of each separate entity and a collective valuation.
Conclusion
After over a year in bankruptcy and over $100 million in bankruptcy fees, this case is still not finished. What happened to the $20 billion is a legitimate question. Given the enormity of the difference in the reported balance sheet for SunEdison and the very modest $84.2 cash recovery from liquidating assets, there needs to be more transparency, with a basic reconciliation statement included in the disclosure statement.

Tuesday, May 16, 2017

TerraForm Power, TerraForm Global receive Nasdaq letters

TerraForm Power (NASDAQ:TERP) and TerraForm Global (NASDAQ:GLBL) say they received notification letters from Nasdaq, saying the failure to file their latest 10-Q statements could serve as an additional basis for delisting (III).
Nasdaq previously granted the companies extensions until June 30 to regain compliance with continued listing requirements regarding their 2016 Form 10-K and Q1 2017 10-Q statements.  Source

Tuesday, April 18, 2017

Superior court justice upholds $13.6M verdict against wind power firms

Maine Superior Court Justice Michaela Murphy on Friday denied motions filed by First Wind Holdings LLC and its four subsidiaries in response to last fall's $13.6 million verdict in favor of the Eastern Maine Electric Cooperative.
In a news release announcing the decision, the cooperative's lead trial lawyer, Sigmund Schutz of the Preti Flaherty LLP law firm, said Murphy "upheld the jury's verdict that the defendants [First Wind] had acted in bad faith."
Friday's ruling upholds the November 2016 verdict by a Bangor jury awarding $13.6 million to the cooperative, after finding that First Wind and four of its former subsidiaries breached their contractual obligation to negotiate in good faith a 2011 contract to sell a 12.54-mile section of an electricity transmission line to the cooperative.
According to Preti Flaherty, the cooperative filed a lawsuit in Penobscot Superior Court in October 2014 after First Wind and its subsidiaries refused to sell the transmission line and pay for costs that had been outlined in the 2011 sales contract.
The lawsuit subsequently moved to the U.S. District Court in Bangor and then was transferred to the Maine Business and Consumer Court.
Last November's unanimous verdict against the defendants, First Wind Holdings LLC, which is now owned by SunEdison, and the four former subsidiaries, which are now owned by TerraForm Power Inc. (NASDAQ: TERP), was reached last fall after about two hours of deliberations, according to Preti Flaherty's news release.
The $13.6 million jury verdict was one of the largest ever awarded in Maine, according to the law firm.
In upholding the verdict, Preti Flaherty stated that Murphy concluded "the jury could also reasonably find that Eastern Maine Electric Cooperative" had proven its damages to a reasonable certainty … The jury's award was not excessive."
"We are extremely pleased with this decision by the Superior Court," Eastern Maine Electric Cooperative CEO Scott Hallowell said in a statement following the court's ruling. "The jury got it right. We will vigorously defend the jury's verdict in any appeal."
Eastern Maine Electric Cooperative is a consumer-owned electric utility headquartered in Calais serving 12,500 consumers in portions of Washington, Penobscot and Aroostook counties.
Defendants have 21 days to file an appeal to the Maine Supreme Judicial Court.

Read the entire article

Thursday, February 02, 2017

SunEdison Shareholder Uncovers Billions Of Dollars In Taxpayer Money Hidden In Bankruptcy

Conclusion and Consequences

SunEdison has received billions of dollars in tax incentives, loans and loan guarantees from the U.S. government. The valuation of projects and subsidiaries has been critical when obtaining these loan. If Homer Parkhill's claim that there is almost no value to the assets in SunEdison is true, it must indicate that the money granted by the U.S. government has been misplaced or mishandled.

There are several factors that point to an Enron-type scenario, and it is a surprise that neither the U.S. Department of Justice nor the U.S. Securities and Exchange Commission have reacted to the situation. But at least the congressional investigations have indicated that some have started to wonder about what has happened and what is currently happening with the taxpayer money that SunEdison has already received.

It is in everyone's interest to get SunEdison's response to congress listed as a docket in this Chapter 11 case or as an SEC filling. In response to the collapse of Enron, Worldcom, and other corporations, the U.S. Congress passed the Sarbanes-Oxley Act of 2002. SunEdison has decided not to file the K-10 and Q-10 pre-petition, which is actually mandatory. Therefore, SunEdison has been successful in bypassing Sarbanes-Oxley regulation that should be a tool used to avoid a new Enron scandal.

Source

Sunday, January 15, 2017

Wind farms killing more bats than expected


Saturday, January 14, 2017

New York Liberals Refuse To Build Wind Turbines In Their Backyards

Cornell University has again delayed plans to build wind turbines, citing local concerns about health effects, noise and the proximity of homes.
Tompkins County residents fought the Black Oaks Wind Farm for the last 11 years. Ithaca is the county seat and home of the Ivy League school , which has ironically contracted to buy power from the proposed wind farm.
The wind farm is relatively small — only 16 megawatts — but it is still being opposed by many locals, despite 68 percent of the county’s residents voting for Democratic presidential nominee Hillary Clinton in the 2016 elections, according to The New York Times. Clinton promised to produce enough renewable energy to power every U.S. home, and wind would have been part of that plan.
“There’s far too much resistance across New York State, from the very same people who said ‘no shale gas [fracking] in my backyard’ are now saying no solar panels and no wind in my backyard,” Tony Ingraffea, a Cornell University researcher, said at a press conference. “You can’t have it both ways. Suck it up and be courageous.”
Read the entire article

Wednesday, December 14, 2016

SunEdison Shareholders Made Stunning Accusations In Court

Source link

In addition, a number of shareholders have inundated the court's inbox with letters and emails (60 as of this writing) in a mad attempt to reopen the case for an Equity Committee.
The letters from shareholders vary in purpose and quality, but among their requests are: calls to prosecute Paul Gaynor (former First Wind CEO), Larry Summers (Chief of National Economic Council), Rahm Emanual (former White House Chief of Staff), Steve Scharzman (CEO of Blackstone), and John Podesta (Lobbyist for Renewable Energy) of wide spread collusion, corruption, and fraud; as well as several pleas to reverse the Official Equity Committee denial.
What is clear is that starting in late 2014 there appears to be a change in strategy. Prior to this point (highlighted in green), the Terraforms' debt is increasing incrementally with their assets received from SunEdison, and the transaction is pretty clear in both the buyer and sellers' books. However, at the start of 2015 SunEdison's balance begins to turn exponentially worse. Their assets decrease substantially as they drop them down into the yieldcos but their debt does not keep pace. Instead, debt grows substantially while the Terraform Power and Terraform Global's debt remains relatively flat. This change becomes most pronounced late 2015/early 2016. Terraform Power's assets grew by $2.7 billion, while their debt only increased $800 million. The deltas are somewhat hidden in the consolidated reporting because the overall balance sheet looks healthy as shown below:
It would appear that SunEdison was dropping assets into their yieldcos while keeping all of the debt on its books. This is what is sparking the theories and accusations of fraud. Because this action, if true, makes the entire bankruptcy appear planned from the beginning to strip the debt from the assets.
Jordan Danelz s letter claims this was possible because SunEdison was buying whole entities (such as First Wind and attempted Vivint Solar (NYSE: VSLR) for high premiums, and then keeping the shell of the entity as a subsidiary (with all of the associated debt) while dropping the assets. This was something that I discovered as unusual several months ago. At the time, I noticed SunEdison's First Wind subsidiary was not creating any revenue, despite SunEdison paying close to $2 billion for it.
Conclusion
This is a critical juncture between the Secured and Unsecured Creditors. Both sides are fighting over which path is best for the estate. In the meantime, Judge Bernstein demanded that SunEdison address the recent shareholders' letters. Perhaps re-evaluating the need for an Equity Committee, he asked if SunEdison had indeed gotten "rich" during the bankruptcy process. As it stands, shareholders are without representation and they have made it clear that their voice will be heard through constant letters to the court.

Wednesday, December 07, 2016

TerraForm Power, Inc. (TERP) - FORM 8-K - Dec 7 2016

http://seekingalpha.com/filing/3316531?uprof=46

Item 2.02 Results of Operations and Financial Condition.

On December 6, 2016, TerraForm Power, Inc. (“TerraForm Power”) issued a press release announcing the reporting of its financial results, and the filing of its Form 10-Q, for the fiscal quarter ended March 31, 2016. The press release also reported certain financial and operating metrics of TerraForm Power as of or for the fiscal quarter ended March 31, 2016 and 2015. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

In the attached press release, TerraForm Power discloses items not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), or non-GAAP financial measures (as defined in Regulation G promulgated by the U.S. Securities and Exchange Commission). A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.

The information in this Current Report on Form 8-K (including the exhibit attached hereto) 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. The information in this Current Report on Form 8-K (including the exhibit attached hereto) shall not be incorporated by reference into any filing or other document 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 or document.

Cautionary Note Regarding Forward-Looking Statements . Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Click on link to submit your SEC complaint on the
First Wind Holdings Inc. IPO public offering


TEN Reasons
Why the SEC should not allow First Wind to be listed on NASDAQ

First Wind Holdings Inc. 12/22/09 SEC S1/A IPO Filing

First Wind Holdings Inc. 7/31/08 SEC S1 IPO Filing

May 14, 2010 addition to the First Wind Holdings Inc. SEC S1A IPO Filing

August 18, 2010 amendment 7 to the First Wind Holdings Inc. SEC S1A IPO Filing

October 13, 2010 Filing update to the First Wind Holdings Inc. SEC S1A IPO Filing

New October 25, 2010 Filing update to the First Wind Holdings Inc. SEC S1A IPO Filing


FIRST WIND Lays an Egg WITHDRAWS IPO
after Wall Street no confidence in company




Send email request to join - RIWT Facebook Groupsplus
cohoctonwindwatch@gmail.com

RIWT is open to the public

Risks of Industrial Wind Turbines is a group of citizens and organizations dedicated to preserve the public safety, property values, economic viability, environmental integrity and quality of life of residents and future generations.

**************