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## 3. Business acquisitions and development projects (continued) 

## (d) Acquisition of U.S. wind farms 

On July 1, 2012, APCo acquired a 51% controlling interest in the Pennsylvania based 50MW Sandy Ridge Wind Project ("Sandy Ridge") for approximately $30,121 (U.S. $29,749). In October, APCo acquired an additional 7.75% interest for U.S. $4,521. 

On December 10, 2012, APCo acquired a 58.75% controlling interest in both the 150 MW Senate Wind Project ("Senate") in Texas and the 200 MW Minonk Wind Project ("Minonk") in Illinois for approximately $87,646 (U.S. $88,801) and $143,652 (U.S. $145,544), respectively. On the same date, APCo acquired an additional 1.25% interest in all three projects bringing the total interest to 60% for additional consideration of U.S. $ 3,100. 

The three wind projects are being acquired through Wind Portfolio Holdings LLC., a newly formed partnership whose members include Class B members consisting of APCo, through one of its subsidiaries, (holding a 60% controlling Class B interest) and Gamesa Corporación Tecnológica, S.A. (“Gamesa”), the original developer of the projects, (holding a 40% interest in Class B membership units) and certain Class A equity investors. In exchange for the cash contributed, the Class A members will receive a portion of the economic attributes of the facility, including Production Tax Credits, allocated taxable income or loss and cash distributions, until the date they achieve the targeted internal rate of return (the ‘Flip Date’) on their investment. Pursuant to the allocation rules specified in the LLC operating agreement, all operating cash flow is allocated to the Class B members until the earlier of a fixed date, or when the Class B members recover the amount of invested Class B capital. 

This is expected to occur between five to seven years from the initial closing date. 

Thereafter, 65% of operating cash flow is allocated to the Class A members until the Flip Date, which is expected to occur between eight and ten years from the initial closing date. 

After the initial year until the Flip Date, substantially all of the taxable income and benefits generated by the partnerships are allocated to the Class A members, with any remaining benefits allocated to the Class B members. 

The following table summarizes the assets acquired and liabilities assumed at the acquisition dates. The equity interests show APCo’s total interest of 60% to reflect the nature of the transaction: 

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