Several companies on Aug. 1 applied with the Federal Energy Regulatory Commission for approval for a proposed upstream transaction resulting in a transfer to Atlanta Renewables S.A.R.L. of an indirect interest in one-third of Acciona Energy North America Corp.’s (AENAC) interests in these companies.
The applicants are Dempsey Ridge Wind Farm LLC, EcoGrove Wind LLC, Red Hills Wind Project LLC, Acciona Wind Energy USA LLC (AWE) on behalf of its membership interests in Blue Canyon Windpower LLC, Tatanka Wind Power LLC and Nevada Solar One LLC.
The transaction will occur through Atlanta’s acquisition of one-third of the interests in AENAC’s parent company, Acciona Energía Internacional S.A (AEI) (a wholly-owned subsidiary of Acciona Energía S.A. (AE)). As a result of the buyer’s acquisition of interests in AEI, the buyer will indirectly acquire one-third of the interests in AENAC, and in turn, one-third of AENAC’s interests in the applicants and also Velva Windfarm LLC, a small power production qualifying facility (QF) with less than 30 MW of net capacity and thereby exempt from section 203 of the Federal Power Act, under which this application was filed.
Prior to the closing of the transaction, AENAC’s non-operating assets and the less than 30-MW QF Anchor Wind LLC will be transferred to a new AE subsidiary or affiliate (the exact entity is still uncertain and being formed). The parties intend to accomplish that non-jurisdictional step prior to closing the transaction and disclose this separation of certain non-operating, non-FERC jurisdictional assets and Anchor Wind LLC (which is exempt from section 203 jurisdiction given its less than 30 MW size) from AENAC here out of an abundance of caution. Applicants highlight that the corporate reorganization would only apply to those assets. Under this preliminary step, there will be no change in upstream ownership or control of the operating FERC jurisdictional assets that will remain in AENAC.
- Dempsey Ridge owns and operates a 132 MW wind facility in Roger Mills County, Okla., interconnected with American Electric Power West, within the Southwest Power Pool (SPP) Integrated Marketplace.
- EcoGrove is a 100.5 MW project in Stephenson County, Illinois, that is indirectly wholly owned by AENAC. EcoGrove is interconnected with the transmission grid owned by Commonwealth Edison and operated by PJM Interconnection.
- Red Hills is a 123-MW project near Elk City, Okla., that is indirectly owned by JPM Capital Corp., Bankers Commercial Corp. and AENAC. Red Hills is interconnected to Western Farmers Electric Cooperative (WFEC) and has a long-term contract to supply WFEC.
- Through AWE, AENA indirectly owns 25% of the Class B managing membership interests in Blue Canyon. The remaining Class B membership interests are held by EDP Renewables North America LLC and Blue Canyon 1 Member LLC (a wholly-owned subsidiary of Infigen Energy Ltd.). Blue Canyon owns a 74.25-MW wind facility located in Caddo and Comanche counties, Okla. The Blue Canyon project is interconnected to the electric transmission system owned by WFEC and operated by SPP, in the SPP Integrated Marketplace. All output from the Blue Canyon project is committed to WFEC.
- Tatanka Wind owns a 180-MW wind farm in Dickey and McIntosh counties, N.D., and McPherson County, S.D., in the Montana-Dakota Utilities / Midcontinent Independent System Operator (MISO) area of the Central region.
- Under the financing and leaseback arrangement between Nevada Solar One and Wilmington Trust Co. as Owner Trustee on behalf of a group of passive tax equity investors, disclosed to and approved by the commission in 2007, Nevada Solar One controls a 69-MW solar thermal facility located in Clark County, Nev., in the Nevada Power balancing authority area. NSO’s output is committed under long-term power purchase agreements with Nevada Power and Sierra Pacific Power. Nevada Solar One is an indirectly, wholly-owned subsidiary of AENAC.
The buyer was formed under the laws of Luxembourg for the purpose of this transaction. Buyer is an affiliate of (i) KKR Global Infrastructure Investors LP, a fund affiliated with Kohlberg Kravis Roberts & Co. (KKR) and (ii) is indirectly owned by KKR Global Infrastructure Investors LP and other funds and co-investment vehicles, which are ultimately controlled by KKR Fund Holdings LP, which in turn is owned and controlled by affiliates and executives of KKR.
A company contact is: John Taylor, General Counsel and Vice President, Acciona Energy North America Corp., 333 W. Wacker Dr., Suite 1500, Chicago, Illinois 60606, Phone: (312) 673-3010, Email: firstname.lastname@example.org.