The Federal Energy Regulatory Commission on March 18 approved a transaction involving passive interests in various companies that General Electric (NYSE: GE) will acquire from Enel Green Power S.p.A.
On Feb. 9, Enel Cove Fort LLC, Enel Stillwater LLC (Stillwater Geothermal), EGP Stillwater Solar LLC and Origin Wind Energy LLC (collectively called the Enel Green Power North America Inc. (EGPNA) Public Utilities), and EFS Green Power Holdings LLC filed an application for approval of a deal where EFS will acquire indirect passive interests in: the EGPNA Public Utilities; and certain other generation-owning subsidiaries or affiliates of EGPNA.
EGPNA is an indirect wholly-owned subsidiary of Enel Green Power S.p.A., which, in turn, is majority-owned by Enel S.p.A., a traditional utility company owned in part by the government of Italy. EGPNA owns and operates renewable energy generation facilities throughout the United States and Canada.
The EGPNA Public Utilities are each authorized to sell power at market-based rates and are exempt wholesale generators and qualifying small power production facilities (QFs). Output from the facilities is committed under long-term contracts.
- Cove Fort owns a 25-MW geothermal generation facility located in the PacifiCorp-East balancing authority area (PACE BAA).
- Stillwater Geothermal owns a 47.2-MW geothermal facility located in the Nevada Power BAA.
- Stillwater Solar owns a 22-MW solar facility located also in the Nevada Power BAA.
- Origin owns a 150-MW wind facility located in the Southwest Power Pool (SPP) BAA.
EGPNA indirectly wholly owns Stillwater Geothermal and Stillwater Solar. EGPNA’s affiliate, Enel Green Power North America Development LLC, indirectly wholly owns Cove Fort. EGPNA indirectly owns the controlling interests in Origin.
Certain other subsidiaries or affiliates of EGPNA own or operate hydroelectric, geothermal and solar facilities. These facilities, which are not directly subject to the March 18 FERC approval, are referred to as the Non-Utility Projects. The Non-Utility Projects, which have a total combined capacity of 335 MW, are located in the PJM Interconnection, New York Independent System Operator, ISO-New England and California Independent System Operator BAAs. Output from each of the Non-Utility Projects is sold under a long-term contract. Each Non-Utility Project is wholly-owned by an EGPNA subsidiary, except in instances where the EGPNA subsidiary is the operator or co-licensee of a hydroelectric Non-Utility Project. Eeach of the Non-Utility Projects, outside of one that is located in Canada, is a QF, and each, with the exception of an 80 MW QF, has a capacity of less than 30 MW.
EFS is a wholly-owned subsidiary of EFS Renewable Holdings LLC, which, in turn, is an indirect wholly-owned subsidiary of General Electric. GE, through its subsidiaries, is a passive owner of, and investor in, a number of generating facilities in the United States.
Prior to closing of this now-approved transaction, EGPNA will undergo an internal reorganization of the ownership of its hydroelectric and other assets for tax and commercial reasons.
Under this transaction, EFS will acquire a 49% ownership interest in EGPNA Partners. EFS will hold its acquired ownership in EGPNA Partners in the form of Class B membership interests. The Class B membership interests will be passive interests that do not give EFS a voice in the day-to-day operations of EGPNA Partners or its subsidiaries and will not constitute voting securities under commission precedent. EGPNA will retain a 51% ownership interest in EGPNA Partners through Class A membership interests, will be the managing member, and will have all day-to-day control over the operation and management of EGPNA Partners and its subsidiaries.
The Feb. 9 application noted that EGPNA will cause Goodwell Wind Project LLC to be contributed to EGPNA Partners. Goodwell Wind is constructing a 200-MW wind facility in Texas County, Oklahoma, and Hansford County, Texas, that will be interconnected with Southwestern Public Service Co. within the Southwest Power Pool BAA