The Federal Energy Regulatory Commission on Aug. 5 approved a change in control for four power plants in California, with the plants being bought by Cogentrix.
On July 10, CalPeak Power LLC, CalPeak Power-Panoche LLC, CalPeak Power-Vaca Dixon LLC, CalPeak Power–Enterprise LLC and CalPeak Power–Border LLC applied for commission authorization for the disposition of jurisdictional facilities resulting from the sale by CP Power LLC of 100% of the equity interests in these companies to Cogentrix CalPeak Holdings LLC.
CalPeak Power is the sole owner of the equity interests in Panoche, Vaca Dixon, Enterprise, and Border. CalPeak Power is an exempt wholesale generator (EWG) and has been granted market-based rate authority. Each of these CalPeak entities owns and operates an approximately 49.5 MW generating facility located in California, and each is an EWG authorized to sell electric energy, capacity and ancillary services at market-based rates.
These CalPeak facilities are interconnected to the transmission grid operated by the California Independent System Operator (CAISO). Each of the CalPeak entities is a gas-fired merchant plant that sells peaking power. CalPeak Power is wholly owned by CP Power, which in turn is indirectly owned 20% by Tyr Capital LLC and 80% by CalPeak Energy Investors LP.
Cogentrix is a wholly-owned subsidiary of Cogentrix Power Holdings III LLC, which is a wholly-owned subsidiary of Carlyle Infrastructure Partners Power II LP (CIPP II). CIPP II is controlled by its general partner, Carlyle Infrastructure General Partner LP (CIGP). CIPP II has several passive limited partners, all of which are investment fund vehicles sponsored and managed by The Carlyle Group LP, a global alternative investment management firm that is a publicly traded entity on NASDAQ, or affiliates of The Carlyle Group. According to the applicants, the limited partners of the Carlyle Fund are passive investors.
Applicants stated that Cogentrix is or will be affiliated with other electric generating facilities located in the CAISO balancing authority area, the relevant market for the proposed transaction.
- Cogentrix is affiliated with Bottle Rock Power LLC through its affiliation with The Carlyle Group. Bottle Rock owns and has operational control of the Bottle Rock Power Plant, a 55 MW geothermal facility, located in Cobb, Calif. Bottle Rock sells the entire electrical power output of the Bottle Rock Power Plant to Pacific Gas and Electric (PG&E).
- Cogentrix is also affiliated with Sunray Energy LLC, which owns two solar parabolic trough facilities with a combined capacity of about 44 MW. The Sunray Energy facilities are QFs and the entire output of the QFs owned by Sunray Energy are committed to Southern California Edison under long-term power purchase agreements.
- Cogentrix’s affiliate has executed a Purchase and Sale Agreement to acquire 100% of the equity interests in Starwood Power-Midway LLC, which owns an approximately 122 MW power plant. All of the output of the Midway plant is committed under a long-term contract with PG&E.
Under a Purchase and Sale Agreement dated July 9, CP Power will sell to Cogentrix 100% of the direct or indirect equity interests in the applicant companies. Upon consummation of the proposed transaction, CP Power will no longer own any equity interests in applicants and applicants will be wholly-owned subsidiaries of Cogentrix.