Spring Canyon Energy II LLC and Spring Canyon Energy III LLC on Jan. 14 notified the Federal Energy Regulatory Commission of a change in facts in their respective market-based rate applications due to a change in their upstream ownership as the result of the Dec. 17 acquisition by JPM Capital Corp. of indirect, passive, non-controlling ownership interests in them.
SC II owns and operates a 34.01 MW (nameplate) wind facility located in Logan County, Colorado. SC III owns and operates a 28.64 MW (nameplate) wind facility that is also located in Logan County, Colorado. At the time the SC Companies were granted market-based rate authority, they were indirect, wholly-owned subsidiaries of Invenergy Wind LLC.
On Dec. 17, the direct ownership of Spring Canyon Expansion Holdings LLC (SCE Holdings), and thus the indirect upstream ownership of the SC Companies, changed as follows: JPM Capital acquired all of the Class A membership units in SCE Holdings, which are passive, non-controlling interests; and Spring Canyon Expansion Class B Holdings LLC (Class B Holdings) exchanged or converted its membership units in SCE Holdings for all of the Class B membership interests in, and became the managing member of SCE Holdings.
The result of the Dec. 17 transaction is that Class B Holdings directly (and Invenergy Investment Co. LLC indirectly through its controlling interests in Invenergy Wind) continues to own the controlling interests in SCE Holdings, and indirectly in the SC Companies. The passive membership interests held by JPM does not permit it to exercise any day-to-day management, control or similar rights over SCE Holdings, the SC Companies or the SCE Companies’ Federal Power Act-jurisdictional facilities.