Eau Claire Solar

Eau Claire, WI, United States

Short Description

$350,000 debt raise for largest community solar project in Wisconsin


Executive Summary

Pristine Sun, the leading developer / owner / operator of small utility scale projects in California and several other states, was awarded the largest community solar project in Wisconsin by XCEL Energy (the 5th largest utility in America).  Two one-megawatt (1 MW) projects are to be constructed (the "Projects").  The first Project is on an old landfill in Eau Claire, Wisconsin and has all of its discretionary permits, signed 20-year Power Purchase Agreement with XCEL Energy, and interconnection.  All we need is the capital to build it. 

We are offering a total of $350,000 worth of promissory notes ($105,000 have been purchased already, so $245,000 of notes remain available).  The notes will be preapid with interest on the first anniversary of the issuing date.  The proceeds from the sale of the note will be used to fund a portion of the construction of the Projects.


Offering Summary

Pristine Sun WI, LLC, a Wisconsin limited liability company, is offering $350,000 in secured promissory notes (the "Notes"), the proceeds of which will be used to finance a portion of the Projects.  The Notes bear simple interest at a rate of 20 percent per annum, which will accrue until the earlier of  December 31, 2017 or Issuer's repayment of the Notes, at which time and principal and interest shall be paid in full.  The Notes are Senior Secured and will be general obligations of the Issuer.  

The Issuer will use the proceeds as follows.  First, $84,000 will be used to make a refundable utility interconnection security deposit to XCEL Energy.  Second, approximately $50,000 will go to the long-term lender of the project (the lender deposit to begin drafting the commitment letter and lender due diligence costs).  Last, the balance of funds used for pre-construction expenses and equipment procurement.  The Notes will be secured with a first position lien on the assets purchased with the proceeds.

The offering deadline is January 31, 2017 ("Offering Deadline"); if the target offering amount of $350,000 (the "Target Amount") is not achieved by the Offering Deadline (and the Issuer does not extend the Offering Deadline), purchase commitments will be canceled and retuned.  The Issuer will accept purchases in excess of the Target Amount and sell Notes up to an aggregate Offering amount of $500,000.


About the Project

When operational, the Projects will comprise the largest community solar project in Wisconsin.  Each project will be comprised of ~2,941 solar panels from Canadian Solar (as well as existing inventory held by Pristine Sun WI, LLC's parent company, Pristine Sun LLC) and ~20 high-efficiency string inverters operating at 1,000 volts DC.  The mounting of the system will be on a fixed tilt galvanized steel frame with a design life of 50 years or more.  The solar panels have a performance warranty guarantee of 25 years, with an expected useful life of up to 50 years.  The inverters have a 10-year warranty and a design life of 15 to 25 years, so they will need to be replaced at least one time during the life of the project.  The output of the project will be sold to Xcel Energy, the 5th largest utility in the America with a strong A3 credit rating from Moody's, which means the customer is considered an "Investment Grade" buyer of our clean energy. Commercial operation of the Project is anticipated in the 2nd quarter of 2017.

Click here to see a news story on the groundbreaking ceremony for the Project.  Click here for a press release issued by Xcel on the Project.


About the Sponsor

Pristine Sun, the Sponsor of the Project, is the leading developer, operator and owner of small utility-scale solar PV projects in California, and one of the leading such developers in the USA.  It was formed in 2009 and is led by Troy Helming, CEO, an industry veteran with 20 years' experience who founded the first wind-farm company in Kansas (Tradewind Energy) in 1998, which he sold in 2004 and has built over 2 GW ($4 Billion) worth of wind and solar energy projects since inception.  The Company has successfully raised tens of millions of dollars, developed hundreds of megawatts of solar projects, and its solar energy pipeline is in the top 5 of all developers in the USA.

Pristine Sun LLC History:

Formed in 2009 by successful wind energy developer team. By 2012 it had captured more PPAs with PG&E in California than all other solar developers COMBINED. The Company built a cloud-based scalable 600-step origination, development, workflow and project management platform. The Company was awarded a $900K Department of Energy grant to commercialize floating solar systems, and has won contracts with water utilities for $50M of floating solar systems in California. By 2016, the Company had developed, financed and built 250 solar systems (30 were sold, 220 it owns & operates) and amassed a development pipeline of 800 projects across 22 states with over 9,000 MW ($18B) of projects waiting for capital to be installed, with an average 9% IRR 2 unleveraged, 12-18% leveraged. 15% of the pipeline is Hot, 15% Warm, and 70% Cold (late, mid, and early stage development, respectively). “Hot” projects could begin installation within 1-4 months after sufficient project equity capital is in hand. Warm and Cold projects need an additional 6 and 12 months, respectively.


Pristine Sun LLC (Sponsor) Capitalization:
2009 $500k cash from founder
2010 $3M of loan guarantees from founder
2011 $10M from Capital Dynamics ($25B AUM-Assets Under Mgmt) for 40% of the Company
2012-2013 Bootstrapped with revenue & ~$4 Million of net profit in 2013, bought out CapDyn's equity in full and repaid all CapDyn loans with interest
2014 $19M of growth loans received from Partners For Growth (PFG), a San Francisco-based private lender with ~$200M of AUM, paid down to $15M from profits
2015-2016 Bootstrapped and recapitalized, sold ~10% of projects in development to pay off PFG in full (to be 100% debt-free)

For the 4 years from 2013 to 2016, the Company has been profitable and/or cash-flow positive in each of these four consecutive years.  As of 3Q 2016, Pristine Sun had approximately $81 Million of assets on its balance sheet. 

For more information on us, please see our website at www.pristinesun.com.

 

DEBT

Promissory Note Terms:

Issuer

Pristine Sun WI, LLC, a Wisconsin limited liability company ("Issuer")

Notes Offered

$350,000 in promissory notes.

Interest Rate

20% per annum, accruing until the Maturity Date

Use of Proceeds

Net proceeds of the offering will be used to finance a portion of the construction of two 1–megawatt solar photovoltaic projects in Eau Claire, Wisconsin, with the first $84,000 going to a refundable utility interconnection security deposit to XCEL Energy, approximately $50,000 going to the long-term lender of the project (the lender deposit to begin drafting the commitment letter and lender due diligence costs), and the balance of funds used for pre-construction expenses and equipment procurement.

Target Amount

$350,000

Oversubscriptions

The Issuer will accept purchases in excess of the Target Amount and additional Notes will be sold, up to a maximum of $500,000

Offering Deadline

March 31, 2017

Maturity Date

The earlier of March 31, 2018 or upon a change of control of the Issuer

Prepayment

The Company shall have the option to prepay the Notes at any time prior to the Maturity Date by paying the principal and all accrued interest.

Security

 The Notes are senior secure; the Issuer will greant note holders a security interest in the assets purchased with the proceeds from the Note.   Cleantech Law Partners will serve as the collateral agent.

Ranking

The Notes will be our senior secured obligations and will rank first in terms of security priority, ahead of and senior to our unsecured and unsubordinated debt from time to time outstanding.

Securities Exemption

The Issuer is relying on the exemption to registration in Section 6(a)(4) of the Securities Act of 1934 and Regulation Crowdfunding issued by the Securities and Exchange Commission.

Denominations

The Notes will be issued in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

Governing Law

Wisconsin

Risk Factors

You should consider carefully all the information set forth in our Form C and, in particular, you should evaluate the specific factors set forth under the heading “Risk Factors” in our Form C filed with the SEC (and set forth in the document Risk Factors.pdf), as well as the other information contained or incorporated herein by reference, before investing in any of the Notes.

Trading

 

The Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of any series of the notes on any securities exchange.

GridShare Compensation

For its services, GridShare will receive a fee of 3% of the net capital raised and 2% of the Notes offered



Debt Repayment Interest Rate: 20%
Debt Repayment Period: 12 (months)
Minimum Investment: 250

XCEL proceeds with community solar in Wisconsin

Apr 28, 2016

News Release


XCEL breaks ground on community solar project

Nov 3, 2016

Article in POWER Magazine about this community solar project in Wisconsin.


Solar energy becoming a viable, affordable option

Nov 10, 2016

See News Article in the Wisconsin Coulee News.


Submitted final building permit application

Jun 13, 2017

Today the engineering was completed and we submitted the final building permit application.  We expect it back in about 3 weeks.  


This section is for public discussions about the project.

Jonathan Norling (Jul 5, 2017)
Sascha, Gridshare Inc. is dissolved. GridShare LLC, which operates this portal, is in good standing as an Oregon LLC.

Sascha Stanton-Craven (Apr 11, 2017)
Hello, I see that it says Gridshare is "dissolved" according to opencorporates.com - is this true?

Chris Mitchell (Feb 21, 2017)
Good afternoon, is this project available for investment from Australia?

Troy Helming (Feb 21, 2017)
Yes it is available for Australian investors, and other countries as well.


Type of Offering
Renewable Energy Project
Regulatory Exemption
Regulation Crowdfunding (Title III)
Categories
Solar
Targeted Offering Amount
$350,000
Investors
5
Offering Deadline
Feb. 2, 2018



Progress
33% Funded

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