History
Wind Works Power Corp. bought a pipeline of wind projects from its CEO's own companies, tried to sell or finance them, and ended SEC reporting in 2012.
2009-2010: Building a pipeline from related parties
Wind Works Power Corp. set out to develop wind farms. In September 2009 it formed a 50/50 joint venture with Zero Emission People LLC (ZEP), which contributed two 10MW Ontario projects. It also took an option to buy up to 100% of a 400MW pipeline of ZEP projects across Canada, the US and Europe, paid for entirely in stock.
Six weeks later, in October 2009, Wind Works agreed to buy all of ZEP for 31 million shares issued through 2012. This was a related-party deal, since CEO Ingo Stuckmann and director Thomas Tschiesche co-founded ZEP. The buyout closed in February 2010, bringing 11 pre-revenue Ontario and US wind projects, most still at the permitting or Feed-in-Tariff application stage. Several had come from Sunbeam LLC and Global Wind Harvest LLC, other companies Stuckmann had run.
2010: Turning to Germany
In June 2010 Wind Works agreed to buy Wind Park Burg 1 in Germany from Aquavent GmbH for EUR 900,000. The site was fully permitted with a 20-year power purchase agreement, giving the company its first German project. By July, EUR 300,000 had been paid and the rest was scheduled in stages through April 30, 2011, with closing still subject to conditions. In September the company formed a 50/50 joint venture with EFI Energy Farming International for a 20MW project at Wassertruedingen, with its stake earned in stages as milestones were met.
2011: Selling down and financing
In March 2011 Wind Works agreed to sell five 50MW Ontario projects to Premier Renewable Energy for C$105,000 (about US$107,625) per megawatt. It would also be reimbursed up to $770,000 of development costs and receive a 2.5% royalty, subject to closing conditions including Ontario Power Authority consent. In April, ZEP bought a 75% stake in the proposed 150MW Thunder Spirit project in North Dakota from Global Wind Harvest, another Stuckmann-linked company, for a nominal $1,000 plus reimbursement of grid-connection deposits.
The Ontario sale collapsed in May. Wind Works terminated it for cause after Premier failed to pay agreed development costs, and had to refund a $950,000 deposit.
In July the company secured about $10 million in non-recourse financing (debt repayable only from the project) for Burg 1 and sold half its interest for a $1.2 million down payment plus a royalty. In August it financed Thunder Spirit with a $1.93 million convertible bridge loan and an $18.7 million credit line for grid connection, convertible into up to 49% of the project. It also formed a joint venture with Aquavent for a shared substation serving its two German wind parks. Shares on issue stood at 55,498,594 at the end of 2011.
2012: Leaving SEC reporting
On 13 June 2012 Wind Works filed to suspend its duty to file periodic reports with the US Securities and Exchange Commission. On 28 September 2012 an amended Form 15, signed by Stuckmann, repeated the notice, citing about 250 holders of record. The filing gave no reason and did not say what would happen to the shares. Shares on issue were 58,387,665 at the end of 2012.
As of 28 September 2012, no bankruptcy, merger or acquisition filing appeared in the record, and the filings did not say whether any Ontario, German or North Dakota project had been completed.
Written from the 13 story beats below (2009 to 28 Sept 2012), which come from the company's own announcements and filings.