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As filed with the Securities and Exchange Commission on October 25, 2010

Registration No. 333-152671

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 11
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



First Wind Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  4911
(Primary Standard Industrial
Classification Code Number)
  26-2583290
(I.R.S. Employer
Identification Number)

179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



Paul Gaynor
Chief Executive Officer
First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)



Copies to:

Paul H. Wilson, Jr.
Executive Vice President,
General Counsel and Secretary
First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888
  Richard J. Sandler
Joseph A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212-450-4000
  Dennis M. Myers, P.C.
Elisabeth M. Martin
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
312-862-2000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

          If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b 2 of the Exchange Act. (Check one):



Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



Explanatory Note

        This Amendment No. 11 is being filed solely for the purpose of filing the exhibits indicated in Item 16 of Part II of the Registration Statement. No change is made to the prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 and 17 or Part II of the Registration Statement.


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the SEC registration fee and the FINRA filing fee, the amounts set forth below are estimates.

SEC registration fee

  $ 25,582  

Legal fees and expenses

    2,550,000  

FINRA filing fee

    45,500  

Nasdaq listing fee

    150,000  

Printing and engraving expenses

    400,000  

Transfer agent's and registrar's fees

    3,500  

Accounting fees and expenses

    1,650,000  

Miscellaneous

    525,000  
       

Total

  $ 5,349,582  
       

Item 14.    Indemnification of Officers and Directors

        Our certificate of incorporation provides that a director will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of the law, (3) under section 174 of the DGCL for unlawful payment of dividends or improper redemption of stock or (4) for any transaction from which the director derived an improper personal benefit. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our bylaws provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

        Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys' fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification

II-1



that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

        Our certificate of incorporation also contains indemnification rights for our directors and our officers. Specifically, our certificate of incorporation provides that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

        We have obtained directors' and officers' insurance to cover our directors, officers and some of our employees for certain liabilities.

        We will enter into written indemnification agreements with our directors. Under these proposed agreements, if a director makes a claim of indemnification to us, at the director's election, either a majority of the independent directors or independent legal counsel selected by the director, must review the relevant facts and make a determination whether the director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the director.

        The limited liability company agreement of First Wind Holdings, LLC contains provisions limiting the liability of First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors, to First Wind Holdings, LLC or any of its members. Moreover, the limited liability company agreement contains broad indemnification provisions for First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, these provisions are not subject to the limitations on exculpation and indemnification contained in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Item 15.    Recent Sales of Unregistered Securities

        In connection with its formation in May 2008, First Wind Holdings Inc. issued one share of its common stock to First Wind Holdings, LLC. The share was issued in reliance upon an exemption from registration afforded by Section 4(2) of the Securities Act. No underwriters, brokers or finders were involved in this issuance. The single share was issued by First Wind Holdings Inc. to First Wind Holdings, LLC in order to form First Wind Holdings Inc. and did not involve a public offering, which would require registration under the Securities Act of 1933.

        Since January 1, 2007, First Wind Holdings, LLC has granted to directors, officers and employees an aggregate of 113,045,903 Series B Units (consisting of Series B-2, B-3, B-4 and B-5 Units), of which 26,308,667 such Series B Units have been forfeited or cancelled. The issuances of the Series B Units to directors, officers and employees were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 as promulgated under the Securities Act.

        In addition, during the past three years, First Wind Holdings, LLC issued unregistered securities to the entities and persons described below. None of these transactions involved any underwriters or any public offerings, and we believe that each of these transactions was exempt from registration requirements pursuant to Section 3(a)(9) or Section 4(2) of the Securities Act of 1933, as amended. The recipients of the securities in these transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. The share numbers presented below do not give effect to the reorganization transactions described in the prospectus.

II-2


        During the fiscal year ended December 31, 2007, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date
  Recipient   Securities Issued   Consideration
Received by First
Wind Holdings, LLC

January 3, 2007

 

UPC Wind Partners II, LLC

  1,026,812 Series A Units   $1,026,812

 

D. E. Shaw MWP Acquisition

  6,050,000 Series A Units   $6,050,000

 

    Holdings, L.L.C.

       

 

Madison Dearborn Capital

  6,050,000 Series A Units   $6,050,000

 

    Partners IV, L.P.

       

 

Paul Gaynor

  12,791 Series A Units   $12,791

 

Tim Rosenzweig

  12,791 Series A Units   $12,791

 

Steve Vavrik

  12,791 Series A Units   $12,791

March 15, 2007

 

Michael Alvarez

  183,743 Series A Units   $183,743

        During the fiscal year ended December 31, 2008, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date
  Recipient   Securities Issued   Consideration
Received by First
Wind Holdings, LLC

February 22, 2008

 

UPC Wind Partners II, LLC

  152,527 Series A Units  

$152,527

May 3, 2008

 

UPC Wind Partners II, LLC

  1,684,916 Series A Units  

Conversion of $1,684,916 loan

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  10,786,422 Series A Units  

Conversion of $10,786,422 loan

 

Madison Dearborn Capital Partners IV, L.P.

  10,786,422 Series A Units  

Conversion of $10,786,422 loan

 

Paul Gaynor

  33,381 Series A Units  

Conversion of $33,381 loan

 

Tim Rosenzweig

  33,381 Series A Units  

Conversion of $33,381 loan

 

Michael Alvarez

  73,226 Series A Units  

Conversion of $73,226 loan

 

Steve Vavrik

  33,381 Series A Units  

Conversion of $33,381 loan

May 27, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  22,059,000 Series B Units  

Purchasing of Series A Units

 

Madison Dearborn Capital Partners IV, L.P.

  22,059,000 Series B Units  

Purchasing of Series A Units

May 29, 2008

 

UPC Wind Partners II, LLC

  1,710,797 Series A Units  

$1,710,797

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  10,080,048 Series A Units  

$10,080,048

 

Madison Dearborn Capital Partners IV, L.P.

  10,080,048 Series A Units  

$10,080,048

June 13, 2008

 

UPC Wind Partners II, LLC

  3,190,518 Series A Units  

$3,499,358

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  20,618,280 Series A Units  

$20,618,280

 

Madison Dearborn Capital Partners IV, L.P.

  20,618,280 Series A Units  

$20,618,280

June 27, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  10,538,232 Series A Units  

$10,538,232

 

Madison Dearborn Capital Partners IV, L.P.

  10,538,232 Series A Units  

$10,538,232

July 8, 2008

 

UPC Wind Partners II, LLC

  308,840 Series A Units  

$308,840

July 14, 2008

 

UPC Wind Partners II, LLC

  1,630,710 Series A Units  

$1,630,710

August 8, 2008

 

UPC Wind Partners II, LLC

  157,852 Series A Units  

$157,852

September 5, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  3,665,472 Series A Units  

$3,665,472

 

Madison Dearborn Capital Partners IV, L.P.

  3,665,472 Series A Units  

$3,665,472

September 19, 2008

 

UPC Wind Partners II, LLC

  622,107 Series A Units  

$622,107

II-3


Date
  Recipient   Securities Issued   Consideration
Received by First
Wind Holdings, LLC

October 3, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  6,872,760 Series A Units  

$6,872,760

 

Madison Dearborn Capital Partners IV, L.P.

  6,872,760 Series A Units  

$6,872,760

October 31, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  3,390,562 Series A Units  

$3,390,562

November 7, 2008

 

Madison Dearborn Capital Partners IV, L.P.

  1,516,870 Series A Units  

$1,516,870

November 14, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  6,419,438 Series A Units  

$6,419,438

 

Madison Dearborn Capital Partners IV, L.P.

  8,293,130 Series A Units  

$8,293,130

November 26, 2008

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  2,582,523 Series A Units  

$2,582,523

 

Madison Dearborn Capital Partners IV, L.P.

  2,582,523 Series A Units  

$2,582,523

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  1,291,262 Series A Units  

$1,291,262

 

Madison Dearborn Capital Partners IV, L.P.

  1,291,262 Series A Units  

$1,291,262

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  112,126,216 Series A Units  

$112,126,216

 

Madison Dearborn Capital Partners IV, L.P.

  112,126,216 Series A Units  

$112,126,216

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  30,000,000 Series A-1 Units  

$30,000,000

 

Madison Dearborn Capital Partners IV, L.P.

  30,000,000 Series A-1 Units  

$30,000,000

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  37,000,000 Series A Units  

$37,000,000

 

Madison Dearborn Capital Partners IV, L.P.

  37,000,000 Series A Units  

$37,000,000

        Since December 31, 2008, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date
  Recipient   Securities Issued   Consideration
Received by First
Wind Holdings, LLC

January 30, 2009

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  16,000,000 Series A-1 Units  

$16,000,000

 

Madison Dearborn Capital Partners IV, L.P.

  16,000,000 Series A-1 Units  

$16,000,000

February 26, 2009

 

D. E. Shaw MWP Acquisition Holdings, L.L.C.

  54,000,000 Series A-1 Units  

$54,000,000

 

Madison Dearborn Capital Partners IV, L.P.

  54,000,000 Series A-1 Units  

$54,000,000

April 13, 2009

 

UPC Wind Partners II, LLC

  3,033,303 Series A-1 Units  

Issued under Unit Redemption Agreement

July 17, 2009

 

PIP3PX FirstWind LLC Ltd.

  16,088,750 Series A-2 Units  

$6,238,413

 

PIP3GV FirstWind LLC Ltd.

  28,789,215 Series A-2 Units  

$11,163,018

December 15, 2009

 

UPC Wind Partners II, LLC

  1,466,697 Series A-1 Units  

Issued under Unit Redemption Agreement

II-4


Item 16.    Exhibits and Financial Statement Schedule

        The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

Exhibit
Number
  Description
  1.1 ** Form of Underwriting Agreement.

 

2.1

**

Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and First Wind Merger, LLC.

 

2.2

**

Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and certain D.E. Shaw entities.

 

3.1

**

Form of Amended & Restated Certificate of Incorporation.

 

3.2

**

Form of Amended & Restated Bylaws.

 

5.1

**

Opinion of Davis Polk & Wardwell LLP.

 

10.1


2009 Omnibus Agreement, dated November 25, 2009, among First Wind Energy, LLC, New York Wind, LLC, UPC Wind Acquisition IV, LLC, Niagara Wind Power, LLC, UPC Wind Acquisition V, LLC, Clipper Windpower, Inc., Clipper and Clipper Fleet Services, Inc.

 

10.2


Amended and Restated Turbine Supply Agreement, dated December 31, 2007, between First Wind Acquisition IV, LLC (f/k/a UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier.

 

10.3

**†

Amendment No. 1 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated December 30, 2008, between Clipper and UPC Wind Acquisition IV, LLC.

 

10.4


Amendment No. 2 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated April 22, 3009, between Clipper and UPC Wind Acquisition IV, LLC.

 

10.5

**

Assignment and Assumption Agreement, dated April 22, 2009, between First Wind Acquisition IV, LLC and Milford Wind Corridor Phase I, LLC.

 

10.6

**

Power Purchase Contract for as Available Energy, dated December 3, 2004, between Maui Electric Company, Limited, as Buyer, and Kaheawa Wind Power LLC, as Seller.

 

10.7

**†

Energy Management Services Agreement, dated July 31, 2006, between Evergreen Wind Power, LLC, as Seller, and New Brunswick Power Generation Corporation, as Buyer.

 

10.8

**

Power Purchase Agreement, dated March 16, 2007, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.

 

10.9

**

First Amendment to Power Purchase Agreement, dated January 16, 2009, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.

 

10.10

**†

Fourth Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

II-5


Exhibit
Number
  Description
  10.11 **† Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated November 30, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.12

**†

Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated December 22, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.13

**†

Second Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.14

**†

Second Amended and Restated Guaranty, dated July 17, 2009, by First Wind Holdings, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.15

**

Amendment No. 1 to Second Amended and Restated Guaranty, dated November 30, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.

 

10.16

**

Amendment No. 2 to Second Amended and Restated Guaranty, dated December 22, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.

 

10.17

**†

Amended and Restated Credit Agreement, dated December 22, 2009, among CSSW, LLC, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association.

 

10.18

**

Intercreditor Agreement, dated July 17, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.

 

10.19

**

Amendment No. 1 to Intercreditor Agreement, dated December 22, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.

 

10.20

**

First Lien Guarantee and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association.

 

10.21

**

Amendment No. 1 to First Lien Guarantee and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.

 

10.22

**

Amendment No. 2 to First Lien Guarantee and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.

 

10.23

**

Second Lien Guaranty and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC, certain of its Subsidiaries, and HSH Nordbank AG, New York Branch.

 

10.24

**

Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.

 

10.25

**

Amendment No. 2 to Second Lien Guaranty and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.

 

10.26

 

Financing Agreement, dated December 22, 2009, among Stetson Holdings, LLC, BNP Paribas, HSH Nordbank AG, New York Branch, and the Lender parties thereto.

II-6


Exhibit
Number
  Description
  10.27 ** Amendment No. 1 to Financing Agreement, dated December 29, 2009, between Stetson Holdings, LLC and BNP Paribas.

 

10.28

**†

Amended and Restated Limited Liability Company Agreement of UPC Hawaii Wind Partners II, LLC, dated August 16, 2007.

 

10.29

**†

Equity Contribution and Purchase Agreement, dated September 28, 2009, among Milford NHC, LLC, Milford Wind Holdings, LLC, Milford Wind Partners, LLC, and Stanton Equity Trading Delaware LLC.

 

10.30

**†

First Amended and Restated Limited Liability Company Agreement of Milford Wind Partners, LLC, dated September 28, 2009, between Milford NHC, LLC and Stanton Equity Trading Delaware LLC.

 

10.31

**

Unit Redemption Agreement, dated April 28, 2006, between UPC Wind Partners II, LLC and UPC Wind Partners, LLC.

 

10.32

**

Amendment Agreement to Unit Redemption Agreement, dated December 12, 2008, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.

 

10.33

**

Form of Limited Liability Company Agreement of First Wind Holdings, LLC.

 

10.34

**

Form of Tax Receivable Agreement.

 

10.35

**

Form of Nominating and Voting Agreement.

 

10.36

**

Form of Registration Rights Agreement.

 

10.37

**

2009 Employee Bonus Plan.

 

10.38

**

First Wind Holdings Inc. 2010 Long Term Incentive Plan.

 

10.39

**

Form of Non-Competition Agreement.

 

10.40

**

Form of Non-Solicitation and Non-Disclosure Agreement.

 

10.41

**

Form of Noncompetition, Confidentiality and Release Agreement.

 

10.42

**

Form of Restricted Unit Agreement.

 

10.43

**

Form of Restricted Unit Agreement.

 

10.44

**

Severance Pay Plan of First Wind Energy LLC.

 

10.45

**

Form of Indemnification Agreement.

 

10.46

**

Amendment Agreement No. 2 to Unit Redemption Agreement, dated March 18, 2010, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.

 

10.47

**

Form of Exchange Agreement.

 

10.48

**

Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.49

**

Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.50

**

Amendment No. 3 to Second Amended and Restated Guaranty, dated March 2, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.

II-7


Exhibit
Number
  Description
  10.51 ** Amendment No. 4 to Second Amended and Restated Guaranty, dated March 23, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.

 

10.52

**

Amendment No. 4 to Fourth Amended and Restated Secured Promissory Note, dated June 30, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

 

10.53

**

Common Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.

 

10.54

**

Equity Funding Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower, Kahuku Holdings, LLC, as Equity Investor, U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.

 

10.55

**

Secretary's Guarantee, dated July 26, 2010, between U.S. Department of Energy and Kahuku Wind Power, LLC.

 

10.56

**

Form of Option Agreement Under the First Wind Holdings Inc. 2010 Long Term Incentive Plan.

 

10.57

**

Power Purchase Agreement, dated March 1, 2010, between Southern California Public Power Authority and Milford Wind Corridor Phase II, LLC.

 

10.58

**

Credit Agreement dated as of October 20, 2010 among Milford Wind Corridor Phase II, LLC, RBS Securities Inc. and the lenders party thereto.

 

16.1

**

Letter of KPMG LLP.

 

21.1

**

List of subsidiaries.

 

23.1

**

Report and Consent of Ernst & Young LLP.

 

23.2

**

Report and Consent of KPMG LLP.

 

23.3

**

Consent of Davis Polk & Wardwell LLP (in Exhibit 5.1).

 

24.1

**

Power of Attorney.

 

24.2

**

Power of Attorney.

*
To be filed by amendment.

**
Previously filed.

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

        The following schedule is filed herewith pursuant to the requirements of Regulation S-X:

Schedule
Number
  Description
  I   Condensed Parent Company Financial Information.

        All other schedules have been omitted because they are not required, are not applicable, or the information is included in the Consolidated Financial Statements or Notes thereto.

II-8



SCHEDULE I

First Wind Holdings, LLC

Condensed Parent Company Balance Sheets

(in thousands)

 
  December 31,  
 
  2008   2009  

Assets

             

Current assets:

             
 

Cash and cash equivalents

  $   $ 6,804  
 

Deferred financing costs, net

    2,311      
           
   

Total current assets

    2,311     6,804  

Noncurrent assets:

             
 

Investments in subsidiaries

    562,608     653,568  
           
   

Total assets

  $ 564,919   $ 660,372  
           

Liabilities and Members' Capital

             

Current liabilities:

             
 

Accounts payable and accrued expenses

  $ 72   $  
 

Current portion of long-term debt

    25,973      
 

Other liabilities

        4,350  
           
   

Total current liabilities

    26,045     4,350  

Members' capital:

             
 

First Wind Holdings, LLC members' capital

    670,484     847,251  
 

Accumulated deficit

    (131,610 )   (191,229 )
           
   

Total First Wind Holdings, LLC members' capital

    538,874     656,022  
           
   

Total liabilities and members' capital

  $ 564,919   $ 660,372  
           

II-9



SCHEDULE I

First Wind Holdings, LLC

Condensed Parent Company Statements of Operations

(in thousands)

 
  Years Ended December 31,  
 
  2007   2008   2009  

General and administrative

  $ 40   $ 4,445   $  
               

Total other operating expenses

    40     4,445      

Risk management activities related to non-operating projects

        685      

Interest expense (income)

    163     2,483     (45 )

Other income

    (158 )   (345 )    
               
 

Income (loss) before equity in undistributed losses of subsidiaries

    (45 )   (7,269 )   45  

Equity in undistributed losses of subsidiaries

    (68,026 )   (7,789 )   (59,664 )
               

Net loss

  $ (68,071 ) $ (15,058 ) $ (59,619 )
               

II-10



SCHEDULE I

First Wind Holdings, LLC

Condensed Parent Company Statements of Cash Flows

(in thousands)

 
  Years Ended December 31,  
 
  2007   2008   2009  

Cash flows from operating activities:

                   

Net Loss

  $ (68,071 ) $ (15,058 ) $ (59,619 )

Adjustments to reconcile net loss to net cash used by operating activities:

                   
 

Unrealized loss on derivative

    194     (194 )    
 

Equity in undistributed losses of subsidiaries

    68,026     6,589     59,664  
 

Amortization and write-offs of deferred financing costs

        2,347      

Changes in operating assets and liabilities:

                   
 

Accounts payable and accrued expenses

    2,010     (1,938 )   (72 )
 

Other assets

    560          
               
 

Net cash provided by (used) in operating activities

    2,719     (8,254 )   (27 )

Cash flows from investing activities:

                   
 

Investments in subsidiaries

    (207,178 )   (368,601 )   (130,470 )
               

Cash flows from financing activities:

                   
 

Deferred financing costs

    (4,189 )   (3,665 )    
 

Proceeds from borrowings

    133,577     172,548      
 

Proceeds from loans from related parties

    21,722          
 

Net proceeds received from subsidiaries

    33,455          
 

Repayment of borrowings

        (280,151 )   (25,973 )
 

Proceeds from capital contributions

    13,349     496,714     164,274  
 

Distribution to members

        (8,591 )   (1,000 )
               
 

Net cash provided by financing activities

    197,914     376,855     137,301  
               
 

Net increase (decrease) in cash and cash equivalents

    (6,545 )       6,804  

Cash and cash equivalents, beginning of year

    6,545          
               

Cash and cash equivalents, end of year

  $   $   $ 6,804  
               

Basis of Presentation

        First Wind Holdings, LLC is a holding company that conducts substantially all of its business operations through its subsidiaries. First Wind Holdings, LLC was formed in Delaware on January 2, 2002. Pursuant to tax equity financing transactions entered into by certain subsidiaries of First Wind Holdings, LLC, there are significant restrictions on the transfer of assets from these subsidiaries to First Wind Holdings, LLC. The restricted net assets represented more than 25% of First Wind Holdings, LLC's consolidated net assets as of December 31, 2009. Accordingly, the condensed financial statements of First Wind Holdings, LLC have been presented on an unconsolidated "parent-only" basis.

        Certain note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Because the unconsolidated condensed financial statements do not include all of the notes required by U.S. generally accepted accounting principles, they should be read in conjunction with the consolidated financial statements of First Wind Holdings, LLC included elsewhere in this registration statement on Form S-1.

II-11


Item 17.    Undertakings

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        The undersigned registrant hereby undertakes that:

II-12


II-13



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 11 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on October 25, 2010.

  FIRST WIND HOLDINGS INC.

 

By:

 

/s/ PAUL GAYNOR


      Name:   Paul Gaynor

      Title:   Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, the Amendment No. 11 to Registration Statement has been signed by the following persons in the capacities indicated below on October 25, 2010.

Signature
 
Capacity
 
Date

 

 

 

 

 

 

 
/s/ PAUL GAYNOR

Paul Gaynor
  Director and Chief Executive Officer
(Principal Executive Officer)
  October 25, 2010

/s/ MICHAEL ALVAREZ

Michael Alvarez

 

President and Chief Financial Officer
(Principal Financial Officer)

 

October 25, 2010

/s/ ANDREW URSITTI

Andrew Ursitti

 

Vice President and Chief Accounting
Officer (Principal Accounting Officer)

 

October 25, 2010

*

Richard Aube

 

Director

 

October 25, 2010

*

Patrick Eilers

 

Director

 

October 25, 2010

*

Peter Gish

 

Director

 

October 25, 2010

*

Stephen Key

 

Director

 

October 25, 2010

II-14


Signature
 
Capacity
 
Date

 

 

 

 

 

 

 
*

Bryan Martin
  Director   October 25, 2010

*

Jim Mogg

 

Director and Chairman of the Board

 

October 25, 2010

*

Matthew Raino

 

Director

 

October 25, 2010

*

Pat Wood, III

 

Director

 

October 25, 2010

*

 

/s/ PAUL GAYNOR

Paul Gaynor
(Attorney-in-Fact)

 

 

 

 

II-15



INDEX TO EXHIBITS

Exhibit
Number
  Description
  1.1 ** Form of Underwriting Agreement.
  2.1 ** Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and First Wind Merger, LLC.
  2.2 ** Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and certain D. E. Shaw entities.
  3.1 ** Form of Amended & Restated Certificate of Incorporation of First Wind Holdings Inc.
  3.2 ** Form of Amended & Restated Bylaws of First Wind Holdings Inc.
  5.1 ** Opinion of Davis Polk & Wardwell LLP.
  10.1 2009 Omnibus Agreement, dated November 25, 2009, among First Wind Energy, LLC, New York Wind, LLC, UPC Wind Acquisition IV, LLC, Niagara Wind Power, LLC, UPC Wind Acquisition V, LLC, Clipper Windpower, Inc., Clipper and Clipper Fleet Services, Inc.
  10.2 Amended and Restated Turbine Supply Agreement, dated December 31, 2007, between First Wind Acquisition IV, LLC (f/k/a UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier.
  10.3 **† Amendment No. 1 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated December 30, 2008, between Clipper and UPC Wind Acquisition IV, LLC.
  10.4 Amendment No. 2 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated April 22, 3009, between Clipper and UPC Wind Acquisition IV, LLC.
  10.5 ** Assignment and Assumption Agreement, dated April 22, 2009, between First Wind Acquisition IV, LLC and Milford Wind Corridor Phase I, LLC.
  10.6 ** Power Purchase Contract for as Available Energy, dated December 3, 2004, between Maui Electric Company, Limited, as Buyer, and Kaheawa Wind Power LLC, as Seller.
  10.7 **† Energy Management Services Agreement, dated July 31, 2006, between Evergreen Wind Power, LLC, as Seller, and New Brunswick Power Generation Corporation, as Buyer.
  10.8 ** Purchase Power Agreement, dated March 16, 2007, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
  10.9 ** First Amendment to Power Purchase Agreement, dated January 16, 2009, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
  10.10 **† Fourth Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.11 **† Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated November 30, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.12 **† Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated December 22, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

II-16


Exhibit
Number
  Description
  10.13 **† Second Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.14 **† Second Amended and Restated Guaranty, dated July 17, 2009, by First Wind Holdings, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.15 ** Amendment No. 1 to Second Amended and Restated Guaranty, dated November 30, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
  10.16 ** Amendment No. 2 to Second Amended and Restated Guaranty, dated December 22, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
  10.17 **† Amended and Restated Credit Agreement, dated December 22, 2009, among CSSW, LLC, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association.
  10.18 ** Intercreditor Agreement, dated July 17, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
  10.19 ** Amendment No. 1 to Intercreditor Agreement, dated December 22, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
  10.20 ** First Lien Guarantee and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association.
  10.21 ** Amendment No. 1 to First Lien Guarantee and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
  10.22 ** Amendment No. 2 to First Lien Guarantee and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
  10.23 ** Second Lien Guaranty and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC, certain of its Subsidiaries, and HSH Nordbank AG, New York Branch.
  10.24 ** Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
  10.25 ** Amendment No. 2 to Second Lien Guaranty and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
  10.26   Financing Agreement, dated December 22, 2009, among Stetson Holdings, LLC, BNP Paribas, HSH Nordbank AG, New York Branch, and the Lender parties thereto.
  10.27 ** Amendment No. 1 to Financing Agreement, dated December 29, 2009, between Stetson Holdings, LLC and BNP Paribas.
  10.28 **† Amended and Restated Limited Liability Company Agreement of UPC Hawaii Wind Partners II, LLC, dated August 16, 2007.
  10.29 **† Equity Contribution and Purchase Agreement, dated September 28, 2009, among Milford NHC, LLC, Milford Wind Holdings, LLC, Milford Wind Partners, LLC, and Stanton Equity Trading Delaware LLC.

II-17


Exhibit
Number
  Description
  10.30 **† First Amended and Restated Limited Liability Company Agreement of Milford Wind Partners, LLC, dated September 28, 2009, between Milford NHC, LLC and Stanton Equity Trading Delaware LLC.
  10.31 ** Unit Redemption Agreement, dated April 28, 2006, between UPC Wind Partners II, LLC and UPC Wind Partners, LLC.
  10.32 ** Amendment Agreement to Unit Redemption Agreement, dated December 12, 2008, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
  10.33 ** Form of Limited Liability Company Agreement of First Wind Holdings, LLC.
  10.34 ** Form of Tax Receivable Agreement.
  10.35 ** Form of Nominating and Voting Agreement.
  10.36 ** Form of Registration Rights Agreement.
  10.37 ** 2009 Employee Bonus Plan.
  10.38 ** First Wind Holdings Inc. 2010 Long Term Incentive Plan.
  10.39 ** Form of Non-Competition Agreement.
  10.40 ** Form of Non-Solicitation and Non-Disclosure Agreement.
  10.41 ** Form of Noncompetition, Confidentiality and Release Agreement.
  10.42 ** Form of Restricted Unit Agreement.
  10.43 ** Form of Restricted Unit Agreement.
  10.44 ** Severance Pay Plan of First Wind Energy LLC.
  10.45 ** Form of Indemnification Agreement.
  10.46 ** Amendment Agreement No. 2 to Unit Redemption Agreement, dated March 18, 2010, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
  10.47 ** Form of Exchange Agreement.
  10.48 ** Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.49 ** Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.50 ** Amendment No. 3 to Second Amended and Restated Guaranty, dated March 2, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
  10.51 ** Amendment No. 4 to Second Amended and Restated Guaranty, dated March 23, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
  10.52 ** Amendment No. 4 to Fourth Amended and Restated Secured Promissory Note, dated June 30, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
  10.53 ** Common Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.

II-18


Exhibit
Number
  Description
  10.54 ** Equity Funding Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower, Kahuku Holdings, LLC, as Equity Investor, U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
  10.55 ** Secretary's Guarantee, dated July 26, 2010, between U.S. Department of Energy and Kahuku Wind Power, LLC.
  10.56 ** Form of Option Agreement under the First Wind Holdings Inc. 2010 Long Term Incentive Plan.
  10.57 ** Power Purchase Agreement, dated March 1, 2010, between Southern California Public Power Authority and Milford Wind Corridor Phase II, LLC.
  10.58 ** Credit Agreement dated as of October 20, 2010 among Milford Wind Corridor Phase II, LLC, RBS Securities Inc. and the lenders party thereto.
  16.1 ** Letter of KPMG LLP.
  21.1 ** List of subsidiaries.
  23.1 ** Report and Consent of Ernst & Young LLP.
  23.2 ** Report and Consent of KPMG LLP.
  23.3 ** Consent of Davis Polk & Wardwell LLP (in Exhibit 5.1).
  24.1 ** Power of Attorney.
  24.2 ** Power of Attorney.

*
To be filed by amendment.

**
Previously filed.

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

II-19




QuickLinks

Explanatory Note
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SCHEDULE I First Wind Holdings, LLC Condensed Parent Company Balance Sheets (in thousands)
SCHEDULE I First Wind Holdings, LLC Condensed Parent Company Statements of Operations (in thousands)
SCHEDULE I First Wind Holdings, LLC Condensed Parent Company Statements of Cash Flows (in thousands)
SIGNATURES
INDEX TO EXHIBITS