CORRESP 30 filename30.htm

 

 

New York

Madrid

 

Menlo Park

Tokyo

 

Washington DC

Beijing

 

London

Hong Kong

 

Paris

 

 

 

Joseph A. Hall

 

Davis Polk & Wardwell LLP

 

212 450 4565 tel

450 Lexington Avenue

 

212 701 5565 fax

New York, NY 10017

 

joseph.hall@davispolk.com

 

August 18, 2010

 

Re:

First Wind Holdings Inc.

 

Amendment No. 7 to Registration Statement on Form S-1

 

File No. 333-152671

 

Mail Stop 3561

 

Mr. H. Christopher Owings
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington D.C.  20549

 

Dear Mr. Owings:

 

First Wind Holdings Inc. (the “Company”) today filed Amendment No. 7 to the above-referenced Registration Statement on Form S-1.  Enclosed herewith for your convenience is a copy of Amendment No. 7, and a copy marked against Amendment No. 6.

 

Set forth below are the Company’s responses to the comments contained in the letter dated May 28, 2010 to the Company from the Staff of the Division of Corporation Finance.  For your convenience, the text of the Staff’s comments is reproduced below, in bold, preceding each response.  Each response below has been prepared and is being provided by the Company, which has authorized us to respond to the Staff’s comments on its behalf.  Page references below (other than those contained in the Staff’s reproduced comments) refer to Amendment No. 7.

 


 

Risk Factors, page 15

 

1.                                      We note your response to comment two in our letter dated April 12, 2010. However, it appears that you can quantify the future aggregate payments under the tax receivable agreement assuming no material changes in the relevant tax law and that you can earn sufficient taxable income to realize the full tax benefits generated by such exchanges. You could also provide this information at an assumed price of the midpoint of the price range set forth on the cover of the prospectus. We would not object if you noted that the amount and timing of these payments might vary depending on the factors you disclose beginning on page 166. Please revise or expand your analysis explaining why you believe such calculation would not be material to investors.

 

Response:  We have added additional disclosure on pages 32, 168 and 169 in response to the Staff’s comment.

 

Consolidated Financial Statements, page F-1

 

Condensed Consolidated Financial Statements, page F-44

 

Notes to Condensed Consolidated Financial Statements, page F-47

 

Note 7. Derivative Financial Instruments, page F-56

 

2.                                      Please disclose information that enables users of the financial statements to understand the volume of your activity in derivative instruments. Refer to FASB ASC 815-10-50-1A:d.

 

Response:  We have added additional disclosure on page F-56 in response to the Staff’s comment.

 

·              ·              ·

 

Please direct any comments on the foregoing to the undersigned at (212) 450-4565 or to Jeff Ramsay at (212) 450-4243.

 

Very truly yours,

Joseph A. Hall

 

Enclosures

 

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cc w/ enc:

 

Catherine Brown

 

 

Staff Attorney

 

 

Brigitte Lippmann

 

 

Special Counsel

 

 

James Allegretto

 

 

Senior Assistant Chief Accountant

 

 

Adam Phippen

 

 

Staff Accountant

 

 

Division of Corporation Finance

 

 

U.S. Securities and Exchange Commission

 

 

 

 

 

Paul Gaynor

 

 

Paul H. Wilson, Jr.

 

 

First Wind Holdings Inc.

 

 

 

 

 

Elisabeth M. Martin

 

 

Kirkland & Ellis LLP

 

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