Floating Solar

Sonoma, CA, United States

Short Description

$250,000 equity raise for Floating Solar in Sonoma county


Executive Summary

Floating on water, this 1.2 MW solar project in wine country (Sonoma County, California) is part of nearly 20 MW of floating solar projects awarded to Pristine Sun.  This marks the largest floating solar project in North America.  This project, on the Oceanview Water Treatment pond in central Sonoma County, is the first to start construction.  The first phase of 10 kW was installed by Pristine Sun in the summer of 2016, and will be expanded 120 times to 1.2 MW DC.  There is a 25-year PPA with the water utility, Sonoma County Water Authority, the discretional permitting is complete, and engineering is over 70% complete.  All that's missing is the capital to finish construction and some more engineering and development work.  This project pro forma estimates a 15% after-tax leveraged IRR (internal rate of return).  We're seeking members to join the Company!


Offering Summary

Pristine Sun Corporation, a Delaware corporation ("Issuer"), is offering 25,000 shares of its common stock (the "Shares") for sale to investors. When  fully subscribed, this will represent a 10% ownership interest in the Issuer, valued at $2.5 Million. Shares are being offered at a price of $10 each, with a minimum purchase size of 10 shares. Proceeds will be used as the project equity required for the construction financing of the  Project.  

The Offering Deadline is February 2, 2018.  In the event the Offering is oversubscribed, the issuer will issue and sell additional units up to an aggregate amount of $1,000,000.


About the Project

The project is a solar photovoltaic project that is designed to float on water for over 40 years.  Floating solar has many benefits.  in addition to producing clean, renewable energy, it also reduces evaporative losses by up to 90 percent and inhibits algal growth.  In addition, the cooling effect of the reservoir increases electricity output by as much as 5%!  It's a great alternative to covering reservoirs with a cap.  The panels are also washed daily with an automatic pump using the water in the reservoir.  How cool is that?

All of the output from the Project will be sold to the Sonoma County Water Agency, a municipal entity with a credit rating of Aa1 by Moody's (making our customer "Investment Grade"), under a 25-year power purchase agreement.  All of the discretionary permitting for the Project is completed, and engineering is 70% complete.  While the location is innovative, the engineering is straightforward and does not pose additional risks to the Project.  The project uses conventional solar panels (from Canadian Solar along with solar panels already in inventory from our sponsor Pristine Sun), and conventional aluminum rooftop racking on top of the FloatoRack floating solar sytem (patents pending) designed by FloatoRack Corporation, a Silicon Valley based company with strong engineering and solar project development and financing experience.  The FloatoRack has completed a full wind-tunnel test and one of the top marine engineering firms in California (Noble Consultants) has designed the anchoring, structural, wind load and mooring elements of the system.  Please refer to the Prospectus for additional details.


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.

EQUITY

Pristine Sun Corporation, a Delaware corporation, is offering 3,000 shares ("Shares") for sale to investors.  When fully subscribed, this will represent a 10% ownership interest in the Issuer.  Shares are being offered at a price of $10.00 each, with a minimum purchase size of 10 shares.  Proceeds will be used to finance the equity required for the construction of the Project.

Use of Funds:

To secure a fully refundable utility interconnection security deposit with the largest utility in California: Pacific Gas & Electric (PG&E), of ~$250,000 and provide a deposit and financing fees to the long-term lender of the project in the amount of ~$50,000.  Any excess funds raised (if any) will be used for direct project pre-construction expenses, and equipment procurement. 



Total Number of Shares Available: 25,000
Cost Per Share: $10
Minimum Shares to Buy: 10

Sonoma County building largest US floating solar

Mar 11, 2015

See news article in Greentech Media. 


Floating Solar system construction commences

Sep 1, 2016

See the brief write-up on the Sonoma County Water Agency's website here


This section is for public discussions about the project.

Samuel Frye (May 10, 2017)
Any concerns with FX risk purchasing from Canadian Solar?

Aaron Drabkin (Mar 8, 2017)
Can you provide copies of the pro forma financials?


Type of Offering
Renewable Energy Project
Regulatory Exemption
Regulation Crowdfunding (Title III)
Categories
Ocean/Tidal,Solar,Solar (PV)
Targeted Offering Amount
$250,000
Investors
8
Offering Deadline
Dec. 12, 2017



Progress
12% Funded

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