Legacy Solar Wisconsin Co-op Member Bond Disclosures Packet Published Date: June 15th, 2016 Legacy Solar Wisconsin Co-op P.O. Box 5052 Madison, WI 53705 (608) 957-6801 www.LegacySolarCoop.org Info@LegacySolarCoop.org June, 2016 Page 0 of 18 Page Intentionally Left Blank Legacy Solar Co-op Member Bond Disclosures Packet Page 1 of 22 Contents Executive Summary ..................................................................................... 1 History of the Legacy Solar Co-op ..............................................................2,3 Co-op Structure, Vision, and Mission ........................................................... 4 Our “Slice of Sun” Community Solar Model and Cooperative Principals ....5,6 Co-op Business Plan ................................................................................7,8,9 Co-op Profit & Loss Projections for the next 5 years ......................... 10,11,12 Sample Legacy Solar Bond Certificate and Repayment Terms........... 13,14,15 Key Personnel .............................................................................................16 Suitability Standards ...................................................................................17 Frequently Asked Questions ............................................................. 18,19,20 Appendix A: Solar Renewable Energy Credits (sRECs) Explained ......………21 Appendix B: Bondholder Acknowledgement Form …………………….…….….22 Disclaimer: This information is provided on a confidential basis for the benefit of owners of the Legacy Solar Wisconsin Co-op or of potential equity owners. It is issued to such persons only in connection with the negotiation of Owner Bonds. This memorandum may not be reproduced or redistributed without consent of Legacy Solar Co-op. Except as otherwise noted herein, no literature in any form is authorized to be used in connection with this offering. No persons are authorized to make representations regarding this offering other than those contained in this Information Packet. No other representative may be relied upon as authorized. Legacy Solar Co-op Member Bond Disclosures Packet Page 0 of 22 Executive Summary The Legacy Solar Co-op is a member cooperative organized under Chapter 185 of Wisconsin Statutes and provides products and services to its members and to the community at large here in Wisconsin. We are homeowners, renters, parents, teachers, business owners, wage-earners, professionals, clergy, public servants, and entrepreneurs. What our membership shares is the desire and the drive to reduce wasteful and polluting energy practices resulting in improved economic and ecologic conditions for our planet for future generations. We do this through the design and implementation of energy efficiency and solar projects that focus on customer-based energy savings. We help capitalize these projects through crowdsourcing using the Co-op’s ability to raise money through the sale of “Slice-of-Sun” bonds to our members. Since the projects save energy and save the site host money on their energy bills, these savings are shared with the Coop, and the Co-op pays back the Bondholders who earn a modest return on their Bond purchase. What could be better than investing in our own sunshine? For the homeowner, Legacy Solar Co-op can provide an in-home energy analysis and solar feasibility study. For a church, a library, a school, or any other non-profit, we can help design energy efficiency and solar projects and help capitalize the funds needed to get the project built. Through membership participation, we ensure the long-term ownership of these energy projects remains with the customer or community solar supporters. We believe owning a stake in the energy infrastructure builds resiliency in our neighborhoods and a dependency on each other to be good stewards for our air, water, and earth over the long run. For those who don’t own a home or have access to a sunny roof or backyard, the Co-op lets you invest in community solar projects through our Slice of Sun Solar Bonds (see page 5 & 15). You can help the Co-op advance the development of solar projects in our communities and earn a modest return on your investment. You can also buy green power through our Switch-to-Solar (S2S) program (pages 7 & 21). This program derives its Renewable Energy Credits (RECs) from our own and other Wisconsin solar projects and sells the environmental value of this green energy to our members for a price that helps support more solar development in our state. Why pay extra to buy green power from your utility when you don’t know how far away and where exactly your green power is coming from? S2S links you to your local and Wisconsin-based solar generation asset, and tracks not only the origin of your solar power, but also give you an ongoing inventory of where in Wisconsin all of our solar RECs are coming from, and tracks the retirement of those RECs so that no one can sell these credits to allow a utility to burn more fossil fuels like coal or methane natural gas. Become an equity owner (member) of our Co-op today, and be a part of something bigger than one home, one neighborhood, or one city solar project. Help us help communities all around Wisconsin to reach for something better and to provide both an economic and ecologic solution to our century long coal and petroleum addiction. We have to start somewhere, and we can’t wait for the executives of an investor-owned utility to do the right thing -- so we might as well join together and create our own clean energy future. Legacy Solar Co-op Member Bond Disclosures Packet Page 1 of 22 History of the Legacy Solar Co-op Back in 2010, solar enthusiasts Gil Halsted and Stefania Sani asked solar homeowner and grease-car-driver Kurt Reinhold a very important question. Gil and Stefania live in a two-story home that basks in the cool shade of big oak trees. They wanted to invest in solar but they had no place to put a solar array. There had to be a way that we could put solar on an ideal location in our neighborhood and share in the both the expense and the rewards that come with solar. How can we do this? As popular as solar energy has been in our society, the main barriers to solar remain the up-front expense and access to a suitably sunny location to install that solar equipment. In addition, when you look at shared or “pooled” solar projects, the first thing you learn is that there is a lot of complexity involved. Our group set out to find ways to streamline the process and provide clear answers for folks who wanted to “go solar”, either on their own roof, or on a neighbor’s roof, or maybe even on a church or school down the street. Well, Solar Connections (a Wisconsin Limited Liability Company) helped research remedies for these barriers to what is known as “Community Solar”. An advisory team of community members with different areas of expertise but sharing this common goal set about using a Focus on Energy Business and Marketing grant to research remedies to barriers to community solar. What came out of this study and informed our next step was that a loan program inside of a cooperative would be the best way to organize this type of venture. Back to Gil and Stefania. The first model developed by our group was a “Friends and Neighbors” peer-to-peer (P2P) solar loan agreement. Gil and Stefania joined 2 other lenders in making direct loans to a homeowner who could use the money to put solar panels on her roof. The homeowner takes the tax credit and pays back the solar lenders over 10 years with the tax credit and with the energy savings the solar array provided the homeowner. After 5 successful P2P solar projects, we wanted a way to cast a wider net and reach more people who would like to participate, but without all the separate loans and arrangements necessary to both capitalize and to pay back these solar loans. Luckily, Chapter 185 of Wisconsin State Statutes was amended in 2011 so that Cooperative businesses could once again be allowed to raise equity from their members without having to file for securities registration. In 2014, a small group of solar-minded individuals filed articles of incorporation to form the Legacy Solar Wisconsin Cooperative. Since then, the board of directors has adopted By Laws, and we have two church projects completed, 20 kW on a cab company and a grocery co-op and several other projects ready to capitalize for 2016. Legacy Solar Co-op Member Bond Disclosures Packet Page 2 of 22 The “Legacy” in our name draws from the long-lasting benefits that solar can provide us. Some of our first projects were sponsored by individuals who lost a parent recently. These individuals have chosen to honor the legacy of their loved one by investing in a solar project that will adorn a church or a community institution and provide clean energy for several decades to come, while providing a small amount of income from the investment. Some will keep their investment in the church or in our solar co-op for 25 years, others will get paid back after 7 years. Each member has the choice to renew after 7 years or keep their bond in the co-op for 25 years and get paid a small amount of interest on an annual basis. It is the long-term energy savings from our solar and energy efficiency projects that allows for a modest and ongoing return on one’s investment. If a host site like a church decides they want to buy the solar project, then the Co-op gets paid back early. The Co-op uses that early payout to pay back Bondholders who are ready to redeem their mature Bonds, and the leftover is used to capitalize more projects in a virtual clean energy revolving loan fund. Legacy Solar Co-op Member Bond Disclosures Packet Page 3 of 22 Co-op Structure, Vision, and Mission The Legacy Solar Co-op is a membership cooperative that conforms to the rules and regulations spelled out in Chapter 185 of Wisconsin Statutes governing Cooperatives. Our Co-op is further guided by our Articles of Incorporation and our Bylaws. The Articles of Incorporation were filed in November of 2014, and the Bylaws were adopted by the founding board of directors in December of 2014. The Bylaws are provided upon request by any interested party, and are available on our website.). Our Vision: Decades ago, our society experienced modern technological innovations that became more and more prevalent in our lives. From the invention and commercialization of the automobile, the television, the computer, and the cell phone, all of these consumer products went from being rare, to being common, to being omnipresent in our lives. Legacy Solar Co-op wants to transform what it means to support clean, renewable energy sources. Instead of a car in every garage, we want to see solar on every roof. Our Vision, therefore, is: We want to see a Slice of Sun investment in every portfolio! The Mission of the Co-op is as follows: Legacy Solar Co-op’s mission is to improve both the access and the affordability of solar and energy efficiency technologies for its members. This is accomplished through member collective expertise and a shared energy savings model to streamline and democratize solar energy investing. Legacy Solar Co-op Member Bond Disclosures Packet Page 4 of 22 Our “Slice of Sun” Community Solar Model Our Slice of Sun Program allows for members of the Co-op to buy Solar Bonds that help the Co-op grow its business with local solar and energy efficiency projects throughout the state. Not only do we provide technical assistance to home and business owners that want to “go solar”, we also help community groups develop projects on ideal roofs in their neighborhoods. The resulting energy and pollution savings are shared by all through lower cost energy use with our unique community participation model. Being a cooperative allows us to come together and do something on a larger scale that would be either impossible or much more difficult to accomplish if we tried to do it alone. A lot of folks do not have a sunny roof to put a solar system on. Others have a sunny roof, but it’s a condominium or an apartment and not theirs to use as they like. Others still have a sunny roof that they own, but are either a non-profit or lack the upfront capital needed to get a solar project put together. The Legacy Solar Co-op can help bring all these parties together and get projects done! We have an ongoing Solar Bond program through our Co-op that lets us facilitate local community solar projects by providing part of the financing that can pay for the projects up front or in the first year of the project’s development. Projects all differ in their costs and in their benefits, but over time and over many different projects, solar has a solid financial value that pays back those who helped fund a project in the first place. It is this long-term financial value of solar that we are harnessing with our solar loans and with our Slice-of-Sun (SOS) Bond program. Legacy Solar Co-op Member Bond Disclosures Packet Page 5 of 22 Cooperative Principals Our Co-op strives to follow the 7 Cooperative Principles in the delivery of products and services to our member owners. The following description is adopted from the National Cooperative Business Association, https://www.ncba.coop. Seven Cooperative Principals: Cooperatives around the world generally operate according to the same core principles and values, adopted by the International Co-operative Alliance in 1995. Cooperatives trace the roots of these principles to the first modern cooperative founded in Rochdale, England in 1844. 1. VOLUNTARY AND OPEN MEMBERSHIP Cooperatives are voluntary organizations, open to all people able to use its services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination. 2. DEMOCRATIC MEMBER CONTROL Cooperatives are democratic organizations controlled by their members—those who buy the goods or use the services of the cooperative—who actively participate in setting policies and making decisions. 3. MEMBERS' ECONOMIC PARTICIPATION Members contribute equally to, and democratically control, the capital of the cooperative. This benefits members in proportion to the business they conduct with the cooperative rather than on the capital invested. 4. AUTONOMY AND INDEPENDENCE Cooperatives are autonomous, self-help organizations controlled by their members. If the co-op enters into agreements with other organizations or raises capital from external sources, it is done so based on terms that ensure democratic control by the members and maintains the cooperative's autonomy. 5. EDUCATION, TRAINING AND INFORMATION Cooperatives provide education and training for members, elected representatives, managers and employees so they can contribute effectively to the development of their cooperative. Members also inform the general public about the nature and benefits of cooperatives. 6. COOPERATION AMONG COOPERATIVES Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional and international structures. 7. CONCERN FOR COMMUNITY While focusing on member needs, cooperatives work for the sustainable development of communities through policies and programs accepted by the members. The Legacy Solar Co-op is a statewide organization that focuses on local ownership and local control of individual solar projects. As a co-op, we can save our members time, effort, and money by sharing our resources across many communities in our state, where the conditions that exist for community solar all share the same legal and regulatory barriers. In so doing, we can streamline the process to educate stakeholders and complete projects more affordably than we could otherwise without the Co-op’s help. Legacy Solar Co-op Member Bond Disclosures Packet Page 6 of 22 Legacy Solar Co-op Business Plan (Overview) LSC sells equity memberships that allow our members to buy our products and services more affordably. Equity memberships cost $100.00 for a full share equity ownership, or $25.00 annually for a maximum of 5 years. The $25.00 installment plan includes the option to subtract the first year’s installment from the cost of the $100.00 full share equity price, so that in the second year, a member has the option to pay an additional $75.00 for full share equity; otherwise, 5 annual payments of $25.00 would be paid to remain an active equity member. Organizations like nonprofits, churches, or businesses can become full share equity members for a one-time payment of $125.00. The Memberships support the Co-op’s capacity to deliver on the two main revenue streams: 1. Switch-to-Solar (S2S) Pay-as-you-go Green Power RECs, and 2. Solar and Energy Efficiency Consulting and Development Services. The sale of S2S Solar Renewable Energy Credits (sRECs) is similar to selling “offsets” except our “offsets” are not traded to allow utility companies to continue polluting our environment. Our RECs are retired on behalf of the buyer, so that real and permanent good can come from the use of renewable energy. More information on what a Renewable Energy Credit is and how the REC market works, see Appendix A of this packet, or contact info@LegacySolarCoop.org for details. Each REC represents 1,000 kilowatt-hours of solar-generated electricity and has a voluntary market value between $10 and $40 per REC wholesale to retail. The Co-op procures its solar RECs specifically from solar projects existing in Wisconsin, with member consumers enjoying a discount, and member producers enjoying preferred pricing for their RECs. For each REC the Coop sells, we retain between $10.00 and $20.00 to fund the operational cost of this part of our business. Some competitors mark up their REC price by 100 to 150% and provide RECs blending far away wind and hydro-electric RECs into their product as opposed to local solar RECs. Legacy Solar Co-op is more interested in supporting local solar than far away hydro or wind, so we sell only Wisconsin-grown Solar Energy RECs. Some utilities in Wisconsin will sell their customers “Green Power”, when actually what they are doing is selling Renewable Energy Credits for wind and hydro projects that they have invested in, sometimes out of state and carried over ATC power lines hundreds of miles. A very small amount of RECs (usually less than 1%) comes from solar projects. The utilities may sell this “Green Power” for a premium of $.02 to $.04 per kWh above what you are already paying. Legacy Solar Co-op will guarantee that your S2S purchase directly supports local solar projects and not far away hydro or wind. Member Producers of S2S power are paid a fair and competitive price for their solar RECs, currently at $.02 per kWh (higher than any other Green program out there). The current pricing for Switch-to-Solar customers is as follows: Member price = $.03 per kWh (sold in whatever blocks you determine according to your own energy use) Non-Member price = Legacy Solar Co-op $.04 per kWh Member Bond Disclosures Packet Page 7 of 22 Consulting Services are provided by the Co-op and member vendors at preferred pricing for equity members of the Co-op. These services include site evaluations to help explore the potential for saving energy in the home or in the business. It doesn’t matter if the customer owns or rents, is a public or private institution, or is a non-profit versus a for-profit organization. The Legacy Solar Co-op will help educate all stakeholders about the potential for saving energy, saving money, and saving on air, water, and soil pollution with respect to energy use. These consultation services come in many forms, but are billed on either a per project basis or on an hourly basis, according to the specific needs of the client. Basic consulting services for an energy audit with recommendations and financing options approximate the following: Consulting Services Member Pricing: Non-Member Pricing: Standard Residential Standard Commercial / Non-Profit $125.00 $240.00 $350.00 $700.00 Two examples below illustrate how the Co-op helps its members and uses consulting in our business model. Example 1: A family who just purchased their first home calls on Legacy Solar Co-op for help. They want to put solar on their home but don’t know where to start. The Co-op asks a few introductory questions to put their potential project into perspective. The family decides to buy an equity membership in the Co-op so that they can get a better price on Co-op products and services. The Co-op helps evaluate the past electric bills of the home they just purchased and together with a site evaluation recommends an upgrade of one or two appliances and the implementation of a 5 kilowatt solar array on their roof. The Co-op solicits 3 bids from area solar contractors and helps the family evaluate the cost-benefit analysis of the different bids. The family makes the final decision and uses their own finances to fund the project. They pay the Co-op $125.00 for the consulting services, and save over $1,000 in the first year in energy bill savings through the combination of energy efficiency and the solar project. Another happy customer and a cleaner planet! Example 2: A member of a church congregation wants to help the church acquire solar power on the south-facing roof of the church sanctuary. The Co-op offers a free consultation up-front to understand more about the church and the kind of project that is envisioned. The Co-op learns that the church also is interested in swapping out old light fixtures for LED equivalents. The Co-op submits a proposal to the church member who wants to sponsor this project. The client decides to buy an individual membership for himself and an institution membership for the church. The Co-op completes an energy audit that includes upgrading existing T8 fluorescent lighting with LED tubes, and determines that the sanctuary roof can handle a small 20 kilowatt solar array. The church wants to use a solar vendor that has an existing relationship with the church. The Co-op helps provide technical assistance and financing for this project, Legacy Solar Co-op Member Bond Disclosures Packet Page 8 of 22 which includes a public-private partnership, enabling the project to qualify for the federal tax credit. The result is a solar project that was funded in part by one individual sponsor and in part through the Legacy Solar Co-op selling bonds to members of the church and the community who wish to participate in this project. Local participants paid for approximately 25% of the project, with the Legacy Solar Co-op’s own membership helping to finance the rest of the project’s cost. The Co-op provides educational materials and gives a presentation to the congregation in the fellowship hall after one Sunday’s service. The project is completed through this collaborative process, and the church now enjoys energy savings from both the solar and the new lighting equipment. The Legacy Value of the project (40 years of energy savings) is estimated to be close to a quarter of a million dollars, which is 5 times the lifetime cost of the project. The Co-op charged the church $350.00 for the consulting and the tax-sponsor of the project $2,500.00, both of whom came out way ahead even in the first year! And the pollution savings from this project include the following: For a 20 kW solar project, the environmental benefits may approximate: 25 YEARS 0F FOSSIL FUEL POLLUTION MITIGATED BY SOLAR POWER AND ENERGY EFFICIENCY (based on 50,000 kilowatt-hours saved in year 1) 1,948,914 21,503 35,435 3,543 Pounds of Carbon Dioxide Milligrams of Mercury Pounds of Sulphur Oxides Pounds of Nitrogen Oxides PLUS THESE EXTRA POSITIVES 773,379 23,623,204 Legacy Solar Co-op A carbon offset equivalent to planting this number of trees Gallons of water conserved & water pollution avoided Member Bond Disclosures Packet Page 9 of 22 Financial Projections Below is our year 1 and Pro Forma Financials for the first 5 years of the Co-op. The membership and the projections for REC sales and Consulting Services is based on a general doubling (or tripling) of business each year, with each solar project generating its own RECs for sale or use by Co-op members. With regard to solar loans and bond sales, each and every project we support through solar loans pays for its own debt obligations, so the success or failure of any given project is independent of the success or failure of every other project. Also, the Co-op holds a security interest in the solar equipment for which each loan is made. This means that if the host customer goes out of business or the tax-sponsor defaults on the solar loan, the Co-op can take ownership of the equipment used in the solar project and protect the Co-op from losing full value from each project it engages in. The Co-op contributes a portion of its loan proceeds to a loan-loss fund and additional surplus revenue is retained for operational and capital needs of the Co-op, as shown below. We estimate that the average bond purchase will be $750.00, and that number along with other baseline assumptions drive the financials shown here. The average solar loan will be approximately 2 percentages points higher in interest rate assessed in order to cover the transaction costs of the bonds and loans which build business volume for the Co-op. Since we currently have no monthly accounts payable, the cash flow analysis is simplified to 30- day net-billing for payroll and sub-contractor work. Payroll is calculated as a percentage of the consulting work on an 80% - 20% basis with 20% retained for overhead costs, so no payroll is due unless there are accounts billable and accounts receivable coming in. Sub-contractors are paid the same way, with member vendors given preferred status with regard to signing a contract for project consulting with our Co-op’s host clients. Sales tax will be assessed, collected, and paid to the State Department of Revenue according to the amount of products and services rendered and according to whether or not the host client is a taxable entity. All tax-exempt entities that do business with the Co-op will have to provide proof of exemption for our records. Administrative costs and Education and Marketing include costs associated with the creation and distribution of information packets and for PowerPoint presentations done for site hosts. Some of the administrative costs in future years will include maintenance and updates for the web portal for our business. All Solar Bonds and Legacy Bondholders that earn at least $10.00 a year in interest income will be issued a Federal 1099 form stating the amount of interest that was earned in that tax year. Consulting services include solar site audits, project recommendation reports, proposals for implementing solar and energy efficiency projects, and for project development services. The total burdened cost of a Solar Legacy project accounts for less than 5% of the entire cost of a project, and includes not only audit and recommendations, but also stakeholder education and development facilitation, which is key for project success. In addition to completed projects, the Co-op will provide the energy audit and recommendations for many clients, members or not. We project about 10% of members will use some or all of our consulting services in any given year. Legacy Solar Co-op Member Bond Disclosures Packet Page 10 of 22 The projections on the following page respond to the following assumptions: 1) That our solar project development / funding of new projects will include roughly 350 kW of new development for 2016, 750 kW for 2017, and roughly doubling each year after that as our capacity to replicate our services has been tested for 2 full years. 2) That for each project we help develop, our Co-op will be able to buy and sell roughly half of the RECs that are generated from those projects. Buying those RECs for $20 each & selling for $30 each (member price). 3) That roughly 10% of all members will use our consulting services each year, with the average consulting revenue equal to $200.00 per member. 4) That Education/Marketing and Administrative Expenses will increase only as our revenue projections are met and our operation and maintenance expenses do not exceed expectations. Early expenses for marketing will be related to developing and maintaining online payments for memberships, RECs sales, and Bond sales on our website. Legacy Solar Co-op Member Bond Disclosures Packet Page 11 of 22 Co-op Profit & Loss Projections for the next 5 years Projections 2015 2016 2017 2018 2019 2020 Equity New Members Equity Memberships $ Donations $ Equity Draws for Start-up $ 38 2,400 $ 235 $ (735) 205 8,190 $ 3,071 $ 423 16,900 $ 6,338 $ 780 31,200 $ 14,040 $ 1,560 62,400 $ 31,200 $ 3,120 124,800 62,400 Revenue Solar RECs Sales Solar Loan Fee (1%) Energy Consulting Svcs Net Solar Loan Interest Total $ $ $ $ $ 42 480 3,345 3,867 $ $ $ $ $ 4,144 6,143 57,158 33,784 101,228 $ $ $ $ $ 8,288 12,675 117,200 69,713 207,875 $ $ $ $ $ 16,575 23,400 216,850 128,700 385,525 $ $ $ $ $ 33,150 46,800 430,575 257,400 767,925 $ $ $ $ $ 66,300 93,600 858,025 514,800 1,532,725 $ $ $ $ $ $ $ 110 250 28 3,176 2,436 6,000 $ $ $ $ $ $ $ 4,500 2,750 2,763 45,726 2,500 24,570 82,809 $ $ $ $ $ $ $ 3,729 4,750 5,525 93,760 7,500 50,700 165,964 $ $ $ $ $ $ $ 6,758 5,500 11,050 173,480 15,000 93,600 305,388 $ $ $ $ $ $ $ 12,894 6,750 22,100 344,460 30,000 187,200 603,404 $ $ $ $ $ $ $ 25,166 8,500 44,200 686,420 55,000 374,400 1,193,686 O&M Accounting / Legal* Administrative RECs Purchases Payroll / Sub-contractors Education / Marketing Bond Interest paid Total Net Income $ (2,133) $ 18,419 $ 41,911 $ 80,137 $ 164,521 $ 339,039 Allocations of surplus revenue Closing Cost Escrow Loan Loss Reserve Cumulative Reserve $ $ $ (853) $ (1,280) $ (2,133) $ 7,368 $ 11,051 $ 16,286 $ 16,764 $ 25,147 $ 58,197 $ 32,055 $ 48,082 $ 138,334 $ 65,808 $ 98,713 $ 302,855 $ 135,616 203,423 641,894 Annual Equity Additions Cumulative Equity $ $ 1,900 $ 1,900 $ 11,261 $ 13,161 $ 23,238 $ 36,399 $ 45,240 $ 81,639 $ 93,600 $ 175,239 $ 187,200 362,439 *Some of the Accounting/Legal expenses were paid for by Solar Connections for year 1. **Net Income in year 1 is approximate. Balance sheet for year one accrual accounting still being finalized. Legacy Solar Co-op Member Bond Disclosures Packet Page 12 of 22 Sample LSC Slice-of-Sun Bond Certificate This is to certify that __________________ is the owner of ____ $250 Bond(s) for a total Face Value of $_____________. This Bond [These Bonds] will bear _____% interest, paid at maturity (7 years), or Legacy Bonds (25 years), paid interest annually x first 7 years, and Principal and Interest annually for years 8-25. This Bond is not a share of Stock and does not in any way give the holder of the Bond an ownership interest in the Cooperative beyond what membership alone entitles. It does not provide any additional voting or membership rights to the Holder. The Holder of the Bond only acquires an interest in repayment of the face amount of the Bond along with the interest due. The Term elected by this Bondholder is (circle one): 7-year / 25-year 7-Year Solar Bond Term: Bondholders will receive annual interest-only payments for years 1-7, with the remaining Principal (Face Value) to be repaid within 30 days of the 7th anniversary of the issuance of this Bond. 7-Year Bondholders can opt at any point before the 7th anniversary of the issuance of this Bond to renew the Bond to the Legacy Bond Terms listed below. The Interest Rate change will be reflected on the statement accompanying the annual payment in the year of the change, with the interest rate prorated for the remainder of that year from the date the Bondholder elected to renew the terms to the Legacy Bond Terms described below. Legacy Bond Renewal: Principal and Interest Payments, Years 8-25: If Bondholder elects to renew Bond, she/he should notify the Co-op in writing at before the Maturity Date at the anniversary of the dated signature of this certificate. Upon renewal for a Legacy Bond period, the Co-op will make principal and (higher) interest payments to Bondholders according to the Schedule on the back of this certificate for the remaining 18 years. 25-Year Legacy Bond Term: Bondholders who elect the 25-year term from the start will be paid annual interest-only payments for the first 7 years at the rate shown above and on the reverse, and will receive interest and principal payments starting in year 8 for the remainder of the term. Call options: This Bond may be called for redemption at any time by the Board of Directors of the Co-op, on forty-five (45) days written notice to the Bondholder. If the Board of Directors takes this action, then the Bondholder will be paid all principal and interest due, up through the date of redemption. Bondholders may rollover their Bonds into new Bonds if available at that time. Early Redemption: Bondholders requesting early redemption of this Bond at Face Value have 2 options: 1) Bondholder may sell their Bond/s at Face Value to another Member during the first 7 years; or 2) Bondholder may sell their Bond back to the Co-op at a discount, but the timing of that buy back depends on i) availability of funds; and ii) approval by Board of Directors. If the Co-op buys back the Bond there will be a small service charge, not to exceed one year’s interest payments. Legacy Solar Co-op Member Bond Disclosures Packet Page 13 of 22 Involuntary early redemption – if the Bondholder dies, or if the Bondholder’s interest in the Bond is transferred by action of a court pursuant a divorce or bankruptcy, such actions or events shall constitute a request for early redemption, and shall be handled in the same manner as a request by the Bondholder for early redemption, with the Co-op making reasonable effort to either buy the Bond back or help the successor sell the Bond to another Member. If the Co-op buys back the Bond there will be a small service charge, not to exceed one year’s interest payment/s. Legal Constraints: A) This Bond is non-transferrable and non-negotiable outside of the provisions laid out in this certificate. B) No recourse may be had for payment of any Bond for any part thereof or for any claim based thereon, against any officer, director, or member of the Co-op whether past, present, or future, either directly or indirectly, by any provision of law, all such liability being waived by acceptance of the Bond. C) By accepting a Bond, the registered owner represents and warrants that she or he is a bona fide resident of the State of Wisconsin and an equity member of the Legacy Solar Co-op. D) The Bondholder is responsible for informing the Co-op of her or his current address. E) Even though the Co-op secures an interest in solar projects using funds raised by this Bond drive, individual Bonds are not directly secured by any collateral. The Bondholder has been given, prior to the purchasing of this Bond, a complete packet of information about the Co-op, its structure, and financial statements, including but not limited to projected profit and loss statements for Co-op operations over the next 5 years. This information has been provided to help the Bond purchaser decide upon the safety, the risks, and the wisdom of their investment. By signing below, the purchaser is acknowledging that she or he has been given this information and has had all their questions about such subjects answered to her or his satisfaction prior to purchasing this Bond. _________________________________ Bondholder (print name) ________________________________ Bondholder (signature and date) _________________________________ Social Security Number of Bondholder ________________________________ Bondholder Co-op Owner Number _________________________________ Address of Bondholder ________________________________ LSC Board President (Signature and date) _________________________________ City / State / Zip ________________________________ Operations Manager (Signature and date) Slice-of-Sun $250 Increments Solar Bonds Principal / Face Value $250 - $4,750 Two Levels $5,000 - up Two Terms 7 year* 25 year* 3.00% 4.50% 3.50% 5.00% *7 year bonds can be renewed to 25 year terms at Maturity, can be redeemed after 7 years, or can be recalled by Co-op and paid early. Legacy Solar Co-op Member Bond Disclosures Packet Page 14 of 22 Bond Repayment: 7-year versus 25-year 7-year term Solar Bonds include interest-only payments for the first 7-years on the anniversary month of your original Bond purchase date. These interest payments are at either 3.0% or 3.5% depending on how many Bonds you purchase. At the 7th anniversary, you will also receive your original bond principal payment*. Bondholders have the option to re-invest their principal into the Legacy 25-year category to receive principal and interest payments for years 8 through 25 at the (higher) Legacy Bond interest rate. The total number of $250.00 increment bonds determines the interest rate you will receive. See examples. $250-$4,750 = 3.0% $5,000-up = 3.5% Example $500 Legacy Solar Co-op Slice-Of-Sun Bond Repayment Schedules Term? 7 or 25 7 Principal (Face Value) $ Payment at Maturity 7 Total Payments $15.00 $500.00 $605.00 9 3.0% Annual Interest Payments 500.00 Payments Year 1 2 3 4 5 6 $15.00 $15.00 $15.00 $15.00 $15.00 $15.00 4.5% Interest 25 $ Interest Payments 500.00 Principal & Interest Payments yrs 8-25 Year 1 2 3 4 5 6 7 8 $15.00 $15.00 $15.00 $15.00 $15.00 $15.00 $15.00 $40.58 8 $40.58 15 $40.58 22 $40.58 9 $40.58 16 $40.58 23 $40.58 10 $40.58 17 $40.58 24 $40.58 11 $40.58 18 $40.58 25 $40.58 12 $40.58 19 $40.58 13 $40.58 20 $40.58 14 $40.58 21 $40.58 $40.58 Total Payments $835.43 Example $5,000 Legacy Solar Co-op Slice-Of-Sun Bond Repayment Schedules Term? 7 or 25 Principal (Face Value) 7 $ 5,000.00 Payment at Maturity 7 Total Payments $225.00 $5,000.00 $6,575.00 9 3.5% Annual Interest Payments Payments Year 1 2 3 4 5 6 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 5.0% Interest Year 1 25 $ 5,000.00 2 3 4 5 6 7 8 Interest Payments $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $421.82 8 $421.82 15 $421.82 22 $421.82 9 $421.82 16 $421.82 23 $421.82 10 $421.82 17 $421.82 24 $421.82 11 $421.82 18 $421.82 25 $421.82 12 $421.82 19 $421.82 13 $421.82 20 $421.82 14 $421.82 21 $421.82 Principal & Interest Payments yrs 8-25 $421.82 Total Payments $9,167.77 25-year term Legacy Bonds pay interest-only payments for the first 7-years on the anniversary month of the original Bond purchase date. These interest payments are at either 4.5% or 5.0% depending on how many Bonds you purchase. Starting in year 8, annual payments will be made for Principal-and-Interest (P&I) at the same interest rate for the next 18 years. See examples. *Bonds purchases $250-$4,750 pay 3.0% for 7-year and 4.5% for 25-year terms. Bond purchases $5,000 and up pay 3.5% for 7-year and 5.0% for 25-year terms. Legacy Solar Co-op Member Bond Disclosures Packet Page 15 of 22 Key Personnel The following are instrumental in the operations of Legacy Solar Co-op, including project management and contributions for Solar Legacy Projects for the Co-op: Legacy Solar Co-op Board of Directors Kurt Reinhold, Executive Director, LSC – Kurt has experience working in and with many cooperatives over the years, most recently with the Regent Market Co-op, where he is the Project Manager for their expanded operations construction project. He helped raise over $340,000 in owner Bonds through a similar drive as is being used for LSC’s projects. He has developed community solar projects for many residential customers, for area churches, for Union Cab of Madison, Willy Street Co-op, and for the City of Monona. Mark Warnick, President/Treasurer, LSC – Mark has been a Project Engineer with Full Spectrum Solar of Madison, WI, since 2006, where he performs site visits, designs systems, and manages their installation. He sees Legacy Solar Cooperative as an organization that will provide people the opportunity to take financial and environmental responsibility for their electrical energy usage and build community through connecting investors and organizations that will benefit from energy efficiency and renewable energy. John Bayley, Secretary, LSC – John has lived in the Dudgeon-Monroe neighborhood for many years and has supported numerous cultural and environmental causes over time. John has participated in peer-to-peer (P2P) solar projects in the past, is one of the first bondholders of the Legacy Solar Co-op, and is looking forward to sponsoring a project in his neighborhood in 2016. Lincoln Tice, Director, LSC – Lincoln is a NABCEP-certified PV installer, having worked in local renewable energy since 2008. He is also an experienced system designer and project manager. Lincoln started his own business, Sustainable Solar, in 2012. He is currently involved in educational initiatives, but is very interested in expanding solar opportunities for all through his work on the board of directors for Legacy Solar Co-op. Lincoln has remodeled his solar-powered home in a green way, and is a paddle-sports enthusiast who is passionate about environmental and social justice causes. NOTE: There will be a need for 1 or 2 additional directors in the next 12 months. Please stay tuned and consider volunteering for the board! Legal Counsel for the Co-op David (Rosebud) Sparer, Herrick & Kasdorf, LLP Certified Public Accountant for the Co-op Bruce Mayer, Wegner CPAs Legacy Solar Co-op Member Bond Disclosures Packet Page 16 of 22 Suitability Standards Suitability Standards refers to the circumstances under which it may be appropriate (or suitable) for a prospective Bondholder to make the commitment to buy a Bond. Prospective Bondholders are encouraged to seek out their own legal counsel, tax specialist, or other advisor/s as appropriate to determine if purchasing Bond(s) from the Co-op would be suitable or appropriate for their own circumstances. The following qualities should be considered when determining if buying a Bond is suitable for the Members contemplating this purchase: 1. Buyer should understand the legal constraints; 2. Buyer should understand the nature of the risks involved; 3. Buyer should be in a position to assume such risk, forgo liquidity of funds used to purchase Bonds, and possibly sustain a loss of such funds. Legal Constraints Wisconsin Residents Only. All Bondholders must be bona fide residents of the State of Wisconsin and be equity (paid) members/owners of the Co-op. Unsecured. Although the Co-op protects Member investments by taking a security interest (lien) on all the solar equipment it makes loans for, the Bonds themselves are unsecured debt obligations between the Co-op and Members. Non-Transferable & Non-Negotiable. Owner Bonds can only be transferred or sold to another Member of the Co-op and that transfer must be approved and recorded by the Co-op prior to being transferred. Risk Factors The following may not be a complete list of potential risks: General Risks. There are general risks involved in the buying of bonds that are affected by factors that are beyond the control of management and the Board of directors. General economic conditions and forces external to the Co-op’s management are examples of general risk. Competition. The solar business is very competitive. Even though the Co-op’s business model can flex with changing economic and regulatory environments, we are not immune to all potential market forces that may arise down the road. Reliance on Key Personnel. The Co-op relies on the Managing Director, the outside counsel and accountant, and the Board of Directors, as well as volunteers and other Members, in order to complete its day-to-day operations week in Legacy Solar Co-op and week out all throughout the year. If one or more of the key personnel are unable to complete their role’s responsibilities, a reduction in performance for our business model may occur. Uncertain Ability to Meet Cash Obligations. The financial projections contained in this document are based on pro forma expectations in a new niche of a market that is rapidly expanding. These predictions are not going to be perfect, and there is a chance that the Co-op may fall short of its cash on hand in order to meet all cash obligations during every month of every year. Since we have contingencies built into our model, we can weather temporary setbacks, but the risk still remains. Unsecured and Subordinate Obligations. If the Co-op were to fail financially to the point of filing for protection under bankruptcy laws, all Bondholders would be paid off first, unless the Co-op takes on a mortgage-like obligation that would cause member debt obligations to be subordinate to this new debt. The Co-op has no plans to enter into such an arrangement unless some future board considers such a move. Relative Non-Liquidity. The Bond notes cannot be sold, assigned, or transferred to another person without express written permission by the Co-op. These notes are not payable upon demand. Provisions for a Bondholder to request an early redemption of the Bond/s is spelled out on the Bond Certificate, but early redemption of a Bond/s is not guaranteed. The Bondholder must be prepared to hold onto these notes for the term until maturity. Member Bond Disclosures Packet Page 17 of 22 Frequently Asked Questions 1. I heard that there was a solar co-op in Wisconsin many years ago but it went belly up and the investors all lost their money. How is this co-op any different? A: Our Co-op does not rely on one manufacturer of solar equipment for our success. We have business interests surrounding products and services outside our direct involvement with individual solar projects. And we pool our resources and protect our investments by securing assets that are used in many different solar projects. Also, we do not use membership equity for ongoing operational expenses. Member equity is used for growth and development of the Co-op, not for paying recurring expenses. This enables equity to grow and create more value for our organization and our members. 2. What happens to my Solar Bond if I die before it matures? A: Your Solar Bond becomes part of your estate planning, either explicitly through your will or by court order. Any successor can be assigned ownership of your Bond but must abide by the conditions and limitations of the Bond, as stated in this packet. The Co-op may help to sell this Bond on your behalf or on behalf of your successor, but the Co-op is not required to redeem the face value of the Bond prior to its maturity. 3. If I buy $10,000 worth of Bonds through the Co-op, what is the guarantee that I will get my money back? A: $10,000 worth of Bonds will pay you a return on your investment just as if you were buying solar panels and putting them on your own home and you saved money on your energy bills long-term. After 7 years, you might not want to take the solar panels off your house and sell them back to the solar installer (and they wouldn’t want you to). But, with Legacy Solar Co-op, you do have the option any time during the first 7 years of buying your Bonds to sell them to another Member who is interested in buying, or to the Co-op. If the Co-op buys back your Bonds, there will be an early redemption penalty not to exceed one year’s interest on those Bonds deducted from principal. Only if the Co-op has the available funds will it buy back your Bond/s. Available funds can come from the surplus revenue that is put into one of two reserve accounts – loan loss reserve or escrow closing reserve. Members choosing a 7-year term Bond will be paid back within 30 days of that maturity date unless the Member chooses to re-invest or re-finance their bond for another term. So, there are multiple ways that you can get your money back, but no guarantee, per se: i) $10,000 + interest will be returned to you (or your estate/heirs) at maturity (7 years or over 25 years); or ii) $10,000 + annual interest will be returned to you in year 6 (or later) if the Host buys the LLC that holds the debt obligation to the Legacy Solar Coop; or iii) $10,000 face value can be sold during years 1-7 if you find another Member to buy your Bonds; or finally, iv) $10,000 face value minus one year’s interest payments will be returned to you if the Co-op is able to buy back your Bonds upon request for early redemption. 4. What happens if the host site goes bankrupt? A: Most Solar Legacy Projects are schools, libraries, churches, or other community institutions and are unlikely to go anywhere soon. But, some projects may be on privately owned or cooperatively-owned businesses. There are provisions in the solar loan contract that allow the Legacy Solar Co-op to remedies if either the LLC or the host site defaults on its contractual obligations. One of these is to remove the solar equipment. If this happens, the solar assets are secured by the Legacy Solar Co-op Loan, so the solar equipment would go to the Legacy Solar Co-op, who would then attempt to re-deploy the Legacy Solar Co-op Member Bond Disclosures Packet Page 18 of 22 solar equipment at a new site host location. This is how one church in Madison was able to get solar on its roof – it used 11-year old solar panels that were taken off another church when they decided to remodel their roof and upgrade their solar. These 11-year old solar panels were “re-deployed” at another church on the other side of town. Now, these panels are able to “self-actualize” again, with only a negligible reduction in their output of electricity. They should be fine here for another 20 to 30 years! 5. What happens if the Legacy Solar Co-op goes out of business? A: All debt obligations will be paid in full prior to any dissolution of the Co-op. This means Member Bonds are to be paid with any working capital or with liquidation of assets before any actions are taken to dissolve the Co-op. We have no plans to dissolve this Coop. On the contrary, since all solar projects pay for their own debt obligations by design, we only see growth in business and growth in assets in our future. And these assets have at least a 25-year lifespan, so we don’t plan on going anywhere anytime soon. If members choose, they can work to own the Limited Liability Company for any one solar project by arranging to buyout the original owner, but this would be outside of the Co-op’s control. The Co-op will hold the debt for the LLC until and unless the LLC repays the solar loan it took from the Co-op. The unpaid principal on the solar loans for all the projects we participate in, and the value of the solar assets secured by those loans, is what makes up the long-term assets for the Co-op outside of cash and other holdings owned by the Co-op. 6. How does my investment in the Co-op Bonds compare to a traditional investment in a solar project? A: The Co-op’s investment in solar projects is secured by the solar property from the LLC that borrows money from us. That means that the Co-op will either receive regular income from the solar project or will own the solar equipment and receive income from the Shared Savings contract with the host site. The investment is about 60% of the cost of the solar project in the beginning. Since homeowners and business owners who invest in their own solar projects receive a 30% investment tax credit, the up-front cost is actually less expensive through the Co-op than it would be on your own (60% versus 70%) after the tax credit. The benefits of owning solar are speculative if you are a home or business owner, since the future cost of energy is not known and that is how you base your savings and return on your investment. Since the Co-op and the LLC have long-term contracts, the income from the solar project is already known in advance. The only unknown is how much maintenance will the solar array cost the LLC or the Co-op? We plan for the replacement of new inverters within 15 years of the start of a project; but, beyond that, there are not many things that can go wrong with a solar array. It’s a very safe (and silent) and reliable source of energy and income. 7. Is my Bond purchase protected with any guarantee? A: No, your Bond is not secured nor is it insured against loss. The uses of Bond monies, however, by the Co-op are secured by the solar equipment contained in the solar projects we help support with solar loans. So, even though you have no guarantee for the safety of your own investment, the Co-op does have some security through its lien on the equipment held by the LLC for each solar project. And, since the Co-op is owned by all the Members, you do have the opportunity to express your owner status through voting for directors that govern the Co-op, or running for a board seat yourself. But, no matter how little or how much money you have invested in owner Bonds, you have only 1 vote, just like every other Member. Legacy Solar Co-op Member Bond Disclosures Packet Page 19 of 22 Ready to purchase Solar Bonds? Here's how. Step 1) First, you must be an equity member of the Legacy Solar Co-op. You can join online at legacysolarcoop.org/membership-benefits/ If you would prefer to print and mail your membership application, use the printable membership application. Step 2) For an Online Bond Purchase, go to our website: www.LegacySolarCoop.org & follow instructions on the Solar Bonds page. OR Complete the Bondholder Acknowledgement Form (the last page of this Bond Disclosures Packet) and a W9 form (https://www.irs.gov/pub/irs-access/fw9_accessible.pdf) Step 3) Send the completed forms along with your payment in an envelope to: Legacy Solar Co-op P.O. Box 5052 Madison, WI 53705. To Sum Up: Become a Member-Owner of the Co-op Download the full Bond Disclosure Packet Consult your own professional, as needed, for financial advice Fill-out and Sign the Bond Acknowledgement Form here or Online Send this (and a W9 form for interest income reporting) and a check to the address above. Sending a check saves us all from the transaction fee for online credit card payments, but we do welcome online payments for both membership and bond sales. Once Membership is confirmed, Bond Acknowledgement Form is received and payment made, we will issue you a Bond Certificate and mail it to your home. The online version will confirm your status and send you an email confirmation of receipt of your Bond order. Contact us if you have any questions, at: 608-957-6801 or email us at: info@LegacySolarCoop.org Thank you. Sunny Regards, The Friends and Members of the Legacy Solar Wisconsin Cooperative Legacy Solar Co-op Member Bond Disclosures Packet Page 20 of 22 Appendix A: Solar Renewable Energy Credits (sRECs) Solar “RECs” – Solar Renewable Energy Credits (sRECs) are simply put, the “offsets” that solar energy possesses from an environmental or pollution perspective in our society’s energy public policy. Each solar REC is equal to 1,000 kilowatt-hours (kWh) of electricity generated by clean resources (solar) rather than by the burning of fossil fuels. When your utility company sells you electricity, they are responsible for a number of pollutants that are not factored into the price of that electricity. The REC model tries to account for the value of that pollution, either on a state-mandated level, or on a voluntary level. Mandated RECs take their “value” from a Renewable Portfolio Standard (RPS) that each state sets for assigning a value to offsetting the effects of pollution from the use of fossil fuels. In the state of Wisconsin, we have a pretty lame RPS, by national standards, and it remains stagnant at 15% of each utility’s energy supply. This means that 15% of each utility’s energy supply must come in the form of renewable energy by the year 2015. Many states have portfolio standards at 25%, or even 30% by the year 2025 or 2030. Under Wisconsin’s current political leadership, there is no interest in revising our state’s clean energy portfolio standard at all. This means that for any improvement to be made in our state, it is up to individuals and groups like ours to advance that standard on our own through voluntary participation. Voluntary REC purchasing is accomplished through various means and helps to drive the renewable energy market. Most of the RECs that are available for purchase come from wind power or hydro-electric power. Currently, there is no voluntary market specifically set up for solar power. Solar RECs get mixed in with other RECs and get sold for the lowest dollar. Currently, an owner of a solar array can sell those RECs at market for about 1 penny per kilowatt-hour. The Legacy Solar Co-op wants to enhance this market and reward folks who take on buying and hosting solar projects. Currently, the LSC market price is in the neighborhood of 2 cents per kilowatt-hour. The Co-op sells Solar RECs to our Members for 3 cents per kWh, and to non-members for 4 cents per kilowatthour. You can learn more on the web about RECs, and specifically, for regulated Solar REC markets in some areas of the country with vibrant RFPs, here: http://www.srectrade.com Keep in mind, Wisconsin has only a VOLUNTARY REC market, so it’s up to each of us to hold ourselves and our state’s utilities accountable for the pollution that comes from unmitigated fossil fuel use for our electricity. See this video from the EPA for more! So consider sharing a Slice of Sun with a local Wisconsin solar project today!! Just go to our website to register to buy Switch-2-Solar (S2S) RECs today!! You can buy S2S credits in monthly blocks of 300 kWh or annually in 5,000 kWh blocks. The average U.S. home uses roughly 10,000 kilowatt-hours a year in electricity. That’s about 165,000 pounds of CO2 annually per household. Solar S2S credits to replace that much fossil fuel pollution cost roughly $400.00 for non-members, or $300.00 for members, (or $25.00 per month). This is the “pay as you go” local solar sponsorship level. Legacy Solar Co-op Member Bond Disclosures Packet Page 21 of 22 Appendix B: Bondholder Acknowledgement Form: Total Bond Purchase $_______ (in $250 increments) Yes, I would like to purchase a Slice of Sun Solar Bond to support Solar Legacy projects Please initial each statement and sign at the bottom ___ I acknowledge that I have received the Member Bond Disclosures Packet; ___ I understand buying a Bond is inherently risky, as described in the Bond Disclosures Packet; ___ I understand that this Bond is unsecured; ___ I am a bona fide resident of the State of Wisconsin; ___ I am an Equity (paid) Member of the Legacy Solar Co-op; I understand that repayment of Face Value and Interest will be made within 30 days of the Date of Maturity, unless I choose to renew for a Legacy Bond under the terms listed in this packet and on the Bond certificate; ___ I understand that the Co-op may "call" the Bonds back and repay Bondholders before the Date of Maturity, and in that case, that the Bondholder will be paid interest prorated for that partial year along with the Face Value; ___ ___ I also understand that interest will be taxable each and every year until the Date of Maturity, and that I will receive a 1099 Interest Income statement for each full tax year in which I earn and receive payment of $10.00 or more. By signing below, you acknowledge the information provided on this page to be correct Top section to be completed by Bondholder: Name: Address: City and Zip Code: Telephone Number: Social Security: LSC Member Number (if known): Signature and Date To Be Completed by Co-op Representative at Time of Purchase: 7-yr Bond Number Date of Issue or 25-yr Amount of Bond(s) Form W9 Completed by Member?: ____yes ____no Co-op Official Present at this Bond Transaction, Name and Date: Legacy Solar Co-op Member Bond Disclosures Packet Page 22 of 22