ALLETE Clean Energy, MWW Holdings LLC, AES Armenia Mountain Wind LLC and Citibank N.A. applied May 14 at the Federal Energy Regulatory Commission for authorization for MWW Holdings, a wholly-owned subsidiary of ALLETE Clean Energy, to acquire 100% of Citibank’s passive, non-controlling tax equity “Class A” interests in AES Armenia Mountain Wind.
AES Armenia is an indirect subsidiary of AES Corp. (NYSE: AES) and is the direct owner of a wind facility in Pennsylvania.
The applicants seek authorization of the transaction under Federal Power Act Section 203(a)(1) because of the indirect, upstream disposition of AES Armenia’s FERC-jurisdictional facilities that could result from MWW Holdings’ purchase (and the potential merger or consolidation) of membership interests in AES Armenia. In addition, the transaction may be deemed to result in a merger or consolidation of AES Armenia with MWW Holdings’ indirect upstream owner, ALLETE Clean Energy, a holding company (or ACE’s parent, ALLETE Inc.). Accordingly, the applicants also request that the commission approve the transaction pursuant to FPA Section 203(a)(2) without making a determination as to jurisdiction.
AES Armenia is the direct owner of a 100.5 MW (nameplate) wind facility located near Mansfield, Pennsylvania, in the PJM Interconnection region. The Armenia Facility interconnects to the Mansfield-South Troy 115-kV transmission line which Pennsylvania Electric owns and PJM operates. AES Armenia sells the Armenia Facility’s entire electric output to Delmarva Power & Light and Old Dominion Electric Cooperative via two long-term power purchase agreements (PPAs) with 15-year terms ending in 2024. Delmarva and Old Dominion each take 50% of the output under the PPAs.
ALLETE Clean Energy, a subsidiary of ALLETE Inc. (NYSE: ALE), had announced May 6 that it has agreed to acquire 100% of this facility. The company said that the buy is from both AES Corp. and a minority shareholder for a total of $108 million, plus the assumption of existing debt. Closing of the deal is expected in July 2015.