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Wednesday, July 28, 2010 12:38 PM ET
USA Synthetic Fuel plans to revive Lima gasification project in Ohio
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By Barry Cassell

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USA Synthetic Fuel Corp., a successor to Global Energy Inc. in developing a coal gasification power project in Ohio, made the unusual move of filing an SEC registration statement July 22 and then withdrawing it July 23.

"The Company is requesting withdrawal of the Registration Statement and its Exhibits because of errors discovered in the Registration Statement submitted on July 22, 2010," said the July 23 withdrawal request. "Accordingly, the Company hereby requests the withdrawal of the Registration Statement as of the date and time of the filing of this application for withdrawal."

The structure of the deal is complicated, but essentially Global Energy, which failed in an effort to go public in 2007, has combined with a company called BigStar Entertainment Inc., with the name now changed to USA Synthetic Fuel. BigStar was already public but basically dormant. USASF's principal executive offices are located in Cincinnati, Ohio. In the July 22 filing, it said it planned to have its shares listed on the NASDAQ system.

One of USASF's projects is the Lima integrated gasification combined-cycle power plant that Global Energy put into construction in the 2004 to 2005 period then stopped building.

USASF said in the July 22 filing that it acquired Global Energy's stock in Lima Energy Co., the project developer, for about $6.4 million in June. The Lima project will be developed in three phases: Gas 1, Gas 2 and Combined-Cycle Gas Turbine, or CCGT. Lima Energy will retain a 50% ownership interest in "Gas 1," the first phase of the IGCC project.

The project was fully permitted and initial contracts awarded for certain site preparation and foundation work that began in 2004 and 2005. "We expect to commence commercial operation of Gas 1 within the next four years and possibly sooner for the Combined Cycle Gas Turbine due to growing electricity demand by 2012," said USASF. "Successfully financing these two phases will enable us to resume field work on both while facilitating financing for Gas 2."

Lima's combined gas turbine may enter the marketplace consuming pipeline natural gas then switch to synthetic natural gas when Gas 1 is operational. "Successfully financing Gas 1 and CCGT will enable us to resume field work on Gas 1 and CCGT and facilitate financing for Gas 2," the company said.

Lima is being designed in three phases and, when completed, is expected to have the capacity to produce up to 47 Bcf per year of synthetic natural gas; up to 6 million SCF, or standard cubic feet (a standard unit for natural gas deliveries that refers to a quantity of gas that is one cubic foot by volume), per day of hydrogen; and up to 516 MW net of electricity. It will consist of three operating gasifiers and one connected spare gasifier. In Gas 1, the company expects to construct and place into commercial operation one gasifier that would produce approximately 45 million SCF per day of pipeline quality synthetic natural gas. Gas 2 will consist of the addition of two operating gasifiers and one further connected spare gasifier producing an additional 90 million SCF of synthetic natural gas per day. As there is growing interest in natural gas-based power generation, the company may elect to implement CCGT, its phase 3, earlier and possibly contemporaneously with Gas 1.

"CCGT will add the SNG-fueled combustion turbines necessary to complete the combined cycle aspect of the plant, which would bring the total expected net electric generation capacity of the Lima Energy Project to 516 MW," the company said. "The operation of a combined cycle system and the production of both SNG and electric power would reduce the amount of SNG sold to third parties but would also provide the facility with the opportunity to optimize commercial returns between SNG and electric power."

As for the Lima feedstocks, the July 22 filing said the company intends to execute a fuel management and supply agreement with Oxbow Carbon & Minerals under which Oxbow will agree to supply all of the petcoke and coal to be utilized as feedstock at Lima. "We and Oxbow are aware of multiple sources of both petcoke and coal, from which Oxbow should be able to supply the Lima Energy Project," said the filing. "While petcoke is the primary feedstock, if necessary due to interruptions in petcoke transportation and delivery, we anticipate that coal can be supplied from eastern Ohio mining operations."

Oxbow Carbon, a unit of Florida-based Oxbow Group, had a similar deal for Lima feedstock supply with Global Energy.

USASF said it has a 10-year off-take agreement for synthetic natural gas from Gas 1 with Procter & Gamble Paper Products Co., a major industrial customer based in Ohio. Remaining synthetic natural gas capacity may be sold to other industrial customers or into the wholesale market, USASF said.

The company said it will require substantial additional capital resources to complete its development and construction plan and grow its business. Over the next four years, it expects to need $497.0 million for Gas 1, $1.02 billion for Gas 2, $627.3 million for CCGT, and $2.3 billion for the Cleantech Energy Project as well as additional funds for the development and construction of longer-term projects. Financing will largely be done through a mix of equity and debt, and USASF said Lima Energy is seeking financing for the Gas 1 and CCGT projects.

The second project, the Cleantech Energy Project, is being developed by subsidiary Cleantech Energy Co. and, will be located in Wyoming. The July 22 filing said the company plans to use the energy asset of approximately 1.02 billion barrels of oil equivalent of solid hydrocarbons that Cleantech Energy entered into an agreement to acquire in June from Interfuel E&P Ltd. In exchange for the energy asset, Cleantech issued to Interfuel preferred stock valued at approximately $714 million, or 70 cents per BOE, USASF said.

The Cleantech Energy Project is being designed to produce 182 Bcf per year of pipeline quality synthetic natural gas and to capture and fully utilize the CO2 produced during the synthetic natural gas manufacture.

The July 22 filing doesn't specify the nature of the "solid hydrocarbon energy asset" that will be the feedstock for the Wyoming project. Global Energy, in SEC filings made in 2007 related to its later abandoned public offering, said it was working on a gasification project in the western side of the Wyoming Powder River Basin that would use coal as a feedstock.

When Global Energy tried to go public in 2007, it owned a stake in the Wabash River gasifier at a Duke Energy Corp. power plant in Indiana. The July 22 filing said this Wabash River stake was sold in 2008.

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