CVPS merges with Green Mountain Power

Central Vermont Public Service (CVPS) was merged with and into Green Mountain Power on Oct. 1, which constitutes Step 2 of the transaction (Docket No. EC11-117-000).

On Sept. 9, 2011, CVPS and Gaz Métro LP, Northern New England Energy Corp. (NNEEC) and Green Mountain Power filed with FERC a joint application seeking authorization for Gaz Métro to acquire CVPS (Step 1 of the transaction), and to subsequently merge GMP with CVPS (Step 2 of the transaction).

Further, the companies requested the commission’s authorization for the conveyance of a portion of the common equity ownership of Vermont Electric Power Co. (VELCO) to the Vermont Low-Income Trust for Electricity (VLITE), a public entity organized as a Vermont public benefit, non-profit corporation.

The Step 1 was consummated on June 27. Vermont regulators approved the merger of CVPS and GMP on June 15.

Step 1

Danaus Vermont, a special purpose indirect subsidiary of Gaz Métro formed solely to facilitate the transaction, merged with and into CVPS. Danaus ceased to exist, and CVPS survived as a separate corporate entity and as a direct, wholly-owned subsidiary of NNEEC. After consummation of Step 1, all of the outstanding shares of common stock of CVPS are held by NNEEC and are no longer publicly traded. Neither CVPS nor GMP will pledge or encumber utility assets or issue or incur debt in connection with the Step 1, according to the companies’ filing with FERC.

Step 2

Under Step 2, all of the outstanding common stock of CVPS or CVPS and Green Mountain Power were converted into shares of the surviving company’s common stock.

The result of Step 2 will be the merger of all of the assets of CVPS and Green Mountain Power into a single Vermont corporation that is a direct, wholly-owned, subsidiary of NNEEC. In addition, Step 2 will consolidate ownership and operation of CVPS and Green Mountain Power transmission facilities into a single corporate entity. Therefore, CVPS and Green Mountain Power intend to propose a single rate schedule under the ISO-New England tariff for service offered over their combined transmission systems at non-pancaked rates, to become effective concurrently with the closing of Step 2, according to the filing.

VELCO conveyance

CVPS and Green Mountain Power own about 48.5% and 29.5%, respectively, of the outstanding class B voting common stock of VELCO, as well as shares of class C non-voting common stock. With consummation of Step 1, through the VELCO conveyance, CVPS conveyed to VLITE shares of class B voting and class C non-voting common stock representing about 33% of VELCO’s class B voting common stock and about 31.7% of VELCO’s class C non-voting common stock.

As a result of the VELCO conveyance, the CVPS and GMP voting common equity ownership in VELCO collectively was reduced to about 45%.

NNEEC is a subsidiary of Gaz Métro, while GMP is a unit of NNEEC.