First Wind companies seek FERC okay for sale, eventually, to SunEdison

Several project affiliates of First Wind Holdings applied Dec. 2 at the Federal Energy Regulatory Commission for approval of a sale of equity interests in those companies under a two-step deal would see these companies becoming part of SunEdison.

The First Wind-affiliated applicants, which control or are involved in wind projects, are Blue Sky East LLC, Canandaigua Power Partners LLC, Canandaigua Power Partners II LLC, Erie Wind LLC, Evergreen Gen Lead LLC, Evergreen Wind Power LLC, Evergreen Wind Power III LLC, FirstWind Energy Marketing LLC, Longfellow Wind LLC, Maine GenLead LLC, Milford Wind Corridor Phase I LLC, Milford Wind Corridor Phase II LLC, Niagara Wind Power LLC, Palouse Wind LLC, Stetson Holdings LLC, Stetson Wind II LLC and Vermont Wind LLC. Other applicants were TerraForm Power LLC and its partial parent, SunEdison Inc.

The applicants requested that the commission establish a 21-day comment period for this application and issue an order granting the requested authorizations by no later than Jan. 12, 2015, to allow for a closing of the transactions as soon as possible thereafter.

This is a two-step deal. The First Wind companies request authorization for a change in control of their upstream ownership that will result from First Wind Holdings, which currently indirectly owns 51% of the voting securities of these companies, acquiring the remaining 49%, which is currently indirectly owned by Canadian utility holding company Emera Inc. Then SunEdison and affiliate TerraForm would buy into these companies.

“After the SunEdison Transaction is consummated, TerraForm will indirectly hold 100% of the voting securities of each First Wind Applicant (except Maine GenLead, Evergreen Gen Lead, FWEM, Longfellow, Palouse, Milford I and Milford II),” said the application. “In addition, First Wind Holdings will be a wholly owned subsidiary of SunEdison. Thus, SunEdison will indirectly own 100% of the voting securities of Maine GenLead, FWEM and Longfellow, and 80% of the voting securities of Milford I and Milford II. With respect to Evergreen Gen Lead, TerraForm will indirectly hold 76% of the voting securities of Evergreen Gen Lead, and SunEdison will indirectly own 24% of the voting securities of Evergreen Gen Lead. With respect to Palouse, after the Palouse-Corridor Transaction closes (described in Section I.C.1.), SunEdison, through First Wind Holdings, will indirectly own 10% of the equity of Palouse.”

These companies mostly control operating wind farms in states like Maine and New York. Maine GenLead is developing and will own and operate a 59-mile, 115-kV generator interconnection line that will connect the wind facility that is being constructed and will be owned by Evergreen Wind Power II LLC to the Keene Road Substation, which is owned by Emera Maine and is under ISO-New England’s operational control. MaineGenLead and EWP II are wholly owned subsidiaries of First Wind Holdings.

In addition to the First Wind-affiliated applicants, TerraForm also will acquire through its acquisition of First Wind Operating four entities that own solar projects in Massachusetts—MassMidstate Solar 1 LLC, Mass Midstate Solar 2 LLC, Mass Midstate Solar 3 LLC and Millbury Solar LLC, each of which owns a QF, and each of which is exempt from the requirement to obtain prior approval from FERC in this docket. TerraForm also will acquire through its acquisition of First Wind Operating three wind facilities in Hawaii that are not public utilities and that, therefore, do not require FERC authorization in this case: Kaheawa Wind Power LLC, Kaheawa Wind Power II LLC and Kahuku Wind Power LLC.

Various affiliates of First Wind and Emera filed a Nov. 25 request with the New York State Public Service Commission related to the New York power plants involved in this deal. In that case, they asked that the New York commission decline substantive jurisdiction over the transaction.