UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST EVENT REPORTED – MARCH 2, 2010
PRIME
SUN POWER INC.
(Exact
name of Registrant as specified in its charter)
|
NEVADA
|
|
333-103647
|
|
98-0393197
|
|
(State
or other jurisdiction of
|
|
(Commission
|
|
(IRS
Employer
|
|
incorporation)
|
|
File
Number)
|
|
Identification
Number)
|
100
Wall Street, 21
st
Floor
New York, NY
10005
(Address
of principal executive offices)
866-523-5551
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Explanatory
Note:
This
Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) is being
filed by Prime Sun Power Inc. (the “Company”) to supplement and provide further
details related to the disclosures contained in the Current Report on Form 8-K
filed by the Company on March 15, 2010.
Item
1.01
Entry into a Material
Definitive Agreement.
Acquisition
Agreement with GPR Global Power Resources Ltd.
On March
2, 2010, the Company entered into an Acquisition Agreement (the “Acquisition
Agreement”) with GPR Global Power Resources Ltd., a Company formed in
Switzerland (“GPR,” and together with the Company, the
“Parties”). Pursuant to the Acquisition Agreement, the Company has
agreed to sell to GPR all of the shares of a wholly-owned Italian subsidiary of
the Company called PSP Italia S.r.l. This subsidiary will develop a
turnkey alternative energy power plant, utilizing solar power. The
purchase price for the shares of PSP Italia S.r.l. shall be a minimum of 4.05
million Euros per mega watt of power produced by the solar power
plant. The Acquisition Agreement shall cover up to a total of twenty
five mega watts of power, for a total potential sales price of 101.25 million
Euros.
The
purchase price for this transaction shall be released by GPR to the Company when
the solar power plant has reached certain milestones enumerated in the
Acquisition Agreement. Payment shall be due to the Company in five
equal tranches. GPR shall make each tranche of payments within ninety
days of that date when the Company shall accomplish its milestones under the
Acquisition Agreement, including such time as when the solar power plant
connects five mega watts of power to the regional electrical
grid. GPR shall have the right to withhold 10% of the purchase price
due to the Company for up to six months as a security for the fulfillment of the
Company’s obligations. The purchase price that GPR shall be required
to pay may be reduced by the amount of certain cost savings that GPR may assist
the Company in making or as a result of certain taxes GPR may be required to
pay, in each case as set forth in the Acquisition
Agreement. Furthermore, the Parties have agreed that certain
specifications concerning this project to be included in the annexes to the
Acquisition Agreement have not yet been set, and will be mutually agreed upon by
the Parties in the immediate future.
The
Acquisition Agreement requires the Company to facilitate and arrange for
long-term debt financing of at least 80% of the purchase price to be paid by
GPR. The terms of the Acquisition Agreement are subject to review and
approval by the relevant third party financing institution. The
Acquisition Agreement requires GPR to finance the remainder of the purchase
price, and to deliver a Bank Standby Letter of Credit in an amount equal to 20%
of the first payment tranche that will be due.
The
profitability of this project for the Parties will be impacted by Italy’s feed
in tariffs, a system of financial incentives designed to promote the
construction and operation of alternative energy projects. However,
the Italian government may reduce or otherwise change such
incentives.
The
Company shall be responsible for all construction costs for the solar power
plant, including costs for sub contractors. At the present time, the
Company is attempting to arrange financing to pay for the construction of the
solar power plant, and is in the process of finalizing the local sub contractors
in Italy who will handle the construction of the facility. The
Company intends to commence construction of the solar power plant in June
2010.
Throughout
the construction process, the Company shall be required to provide GPR with
regular progress reports and rights to inspect the facility. The
Company shall inform GPR without delay about all present and expected legal,
political and economic facts relating to PSP Italia S.r.l. and/or the
solar power plant which may negatively affect the acquisition of PSP Italia
S.r.l., the future operation of the solar power plant, the expected core data or
key values of the solar power plant and/or the business expectations of
GPR. In addition, the Company shall be required to maintain liability
insurance in the amount of 5 million Euros per liability event, and, at the
request of GPR, the Company shall be obliged to ensure that all losses and
damages caused by sub-contractors are sufficiently covered by the corresponding
insurance of the sub-contractors.
The
Company will represent that its subsidiary PSP Italia S.r.l. has good and
marketable title to all of its properties and assets, including the solar power
plant, free and clear of any liens. The Company will also represent
that PSP Italia S.r.l. holds all licenses, consents, permits, approvals and
authorizations required for the operation of the solar power plant and its
connection to the electrical grid, and that PSP Italia S.r.l. will hold such
authorizations for a period of at least 20 years. The Company will
also represent that PSP Italia S.r.l. holds all necessary guarantees and has no
obligations (other than related to the right to operate the solar power
plant).
The solar
power plant shall be required to meet certain standards for electrical
production capacity enumerated in the Acquisition Agreement. The
Company shall be obliged to construct the solar power plant in accordance with
the specifications agreed to in the Acquisition Agreement and in conformity with
any applicable regulation of whatever nature. The Company has
acknowledged and agreed that GPR shall be entitled to give binding instructions
and directives with regard to the construction of the solar power plant to the
extent that: (i) such instruction and directive does not lead to an increase of
the construction costs, unless the Parties have otherwise agreed; and (ii) it
does not negatively affect the achievement of connection to the electrical
grid. The Company must advise GPR of any substantial deviations from
agreed specifications.
The
Company shall represent and warrant that the construction of the solar power
plant has been performed in accordance with all applicable laws and regulations
and in accordance with the generally accepted rules of building and
construction. The Company shall furthermore represent and warrant
that the solar power plant has been completed in accordance with all licenses
and guarantees, and that the solar power plant, and all applicable licenses and
guarantees shall be validly transferred upon the connection of the solar power
plant to the electrical grid. The Company shall avoid performance in
any manner that could lead to the revocation of any licenses, consents, permits,
approvals, authorizations or other reasons attributable to the
Company. At the time of connection to the electrical grid, the solar
power plant shall have all necessary approvals and acceptance.
The
Company shall also represent and warrant that the structure of the solar power
plant shall remain in viable, suitable and useable condition for a time period
of at least 20 years from the date of connection to the electrical grid, and
that the solar power plant will produce electric power at the agreed capacity
for a time period of at least 20 years. The Company shall be liable
for any defect and damage to the solar power plant or drop in power production.
The Company is also representing and warranting that spare parts for the solar
power plant will be available for a period of 20 years, and that all relevant
licenses relating to the solar power plant will be valid for a period of 20
years. The Company intends to satisfy these liabilities,
representations and warranties by obtaining back-to-back representations and
warranties regarding the same matters from established and reputable
subcontractors who will engineer and construct the power plant.
The
Company shall indemnify and hold harmless GPR and its affiliates, as well as
their directors, officers and employees, from and against any and all losses
arising out of any breach by the Company of any representation, warranty,
agreement or covenant in the Acquisition Agreement, of which GPR gives notice to
the Company within 20 years after the closing of this transaction, except for
indemnifications related to taxes, which shall survive for 10 years after
closing. GPR shall indemnify and hold harmless the Company and its
directors, officers and employees from and against any and all losses arising
out of any breach by GPR, which the Company gives GPR notice of within two years
of the closing.
The
Acquisition Agreement also contains standard representations regarding the
capital structure and ownership of PSP Italia S.r.l., its articles of
association, corporate organization, books and records, compliance with law,
qualification to do business, consents and approvals and lack of pending legal
proceedings. Both Parties to the Acquisition Agreement have agreed
not to disclose confidential information.
Neither
Party may assign the Acquisition Agreement. The Acquisition Agreement
is governed by Swiss Law, and the jurisdiction of any dispute shall be
Zurich. Disputes shall be settled by arbitration in accordance with
the Swiss Rules of International Arbitration of the Swiss Chambers of
Commerce.
The
Acquisition Agreement was initiated and executed pursuant to the terms of a
frame Agreement for PV-Plant Acquisitions (the “Frame Agreement”) entered into
by the Parties on November 18, 2009. Pursuant to the Frame Agreement,
the Parties established a general outline and framework under which the Company
would develop a series of solar power plants (“PV Plants”) in
Italy. The Parties agreed in the Frame Agreement that the Company
would have a goal of developing 100 mega watts of power in 2010. The
Parties agreed that as each project was finalized by the Company, the Company
would offer such solar power plant to GPR for purchase. The purchase
price, as set forth in the Frame Agreement, would not exceed: (i) 4.1 million
Euros per mega watt for PV Plants grid connected in 2010 in the event that the
Company delivers long-term debt funding of 85% or more; or (ii) 4.05 million
Euros per mega watt for PV Plants grid connected in 2010 in the event that the
Company delivers long-term debt funding of 80% or more. Under the
terms of the Frame Agreement, the parties determined that upon definitive
agreement regarding the terms and conditions for acquisition of the solar PV
Plants, the Parties would enter into a separate binding acquisition agreement
for each such PV Plant. Under the Frame Agreement, the Parties agreed
that if they could not reach definitive agreement on all parameters relating to
the acquisition, the Company would be free to offer that particular PV Plant to
any third party investor. The Parties agreed that GPR would undertake
to deliver at signing of the first specific acquisition agreement a rollover
Bank Standby Letter of Credit in the amount of 100% of the equity portion of the
purchase price for the first 5 mega watts, which shall be carried forward for
the next tranches of 5 mega watts each. This letter of credit would be
subject to the condition of the prior occurrence of the (i) grid connection of
the solar power plant as defined in such acquisition agreement and the closing
of such acquisition agreement; and (ii) the provision of long-term debt
funding at a debt-equity ratio of 80:20 or at a higher debt rate and overall
terms acceptable to GPR. The form of the Standby Letter of Credit
will be subject to the approval and acceptance of the bank providing the long
term debt. The Parties agreed the acquisition agreements will be
subject to the delivery of long-term debt funding by the Company of at least 80%
under terms and conditions acceptable for GPR. The Parties further
agreed that the Company would deliver specified due diligence
documentation. The Frame Agreement is to remain in effect until
December 31, 2010. Neither Party may assign the Frame
Agreement. The Frame Agreement is governed by Swiss Law, and the
jurisdiction of any dispute is Zurich, Switzerland. On March 2, 2010,
the Parties entered into the first of the acquisition agreement as contemplated
under the Frame Agreement for the sale to GPR of a 25 megawatt power plant, as
described above.
Financing
Agreement with CRG Finance AG
The
Company has entered into a Financing Agreement (the “Financing Agreement”) with
CRG Finance AG (“CRG Finance”). Pursuant to the Financing Agreement,
CRG Finance will loan the Company a total of 470,000 Euros. In
further consideration for the making of this loan, the Company shall transfer
20% of the Company’s rights to its net profits to be made in the sale of PSP
Italian S.r.l. to GPR (the “Net Profit Rights”).
CRG
Finance has agreed that upon receipt of its Net Profit Rights, CRG Finance will
reinvest at least 50% of such Net Profit Rights into either new projects of the
Company or shares of the Company, at a purchase price to be mutually agreed
upon. The Company has issued a senior promissory note to CRG Finance
in the amount of 470,000 Euros. The principal of the note, along with
interest at an annual rate of seven and one half percent, is due December 31,
2010.
On March
9, 2010, the Company issued a press release, attached hereto as Exhibit
99.1.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
|
|
|
(d)
|
Exhibits.
|
|
|
|
|
Exhibit
No.
|
Description
of Exhibit.
|
|
|
|
|
Exhibit
99.1
|
Press
Release dated March 9, 2010, incorporated herein by reference to Exhibit
99.1 to the Company’s Form 8-K filed with the U.S. Securities &
Exchange Commission on March 15,
2010.
|
#
# #
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
PRIME
SUN POWER INC.
|
|
|
|
|
|
|
By:
|
/s/ Olivier de Vergnies
|
|
|
Name:
Olivier de Vergnies
Title:
Acting Chief Executive Officer and
Acting Chief Financial Officer
|
|
|
|
Date: March
19, 2010
3Power Energy (CE) (USOTC:PSPW)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
3Power Energy (CE) (USOTC:PSPW)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
