The Federal Energy Regulatory Commission on May 19 approved a passive ownership change related to two wind farms associated with NRG Energy and NRG Yield.
On April 16, Alta Wind X LLC and Alta Wind XI LLC filed an application under section 203 of the Federal Power Act requesting authorization for a transaction in which PJM Capital Corp. will acquire passive interests in a yet-to-be formed limited liability company (Holdco), which will hold all of the interests in intermediate holding companies above the applicant companies that are currently held by NRG Yield Operating LLC.
- Alta Wind X is an exempt wholesale generator (EWG) that owns and operates an approximately 137-MW wind facility located at the Alta Wind Energy Center in Kern County, California, within the California Independent System Operator (CAISO) market.
- Alta Wind XI is an EWG that owns and operates an approximately 90-MW wind facility also located at the Alta Wind Energy Center.
Beginning on or before Jan. 1, 2016, the entire output of the applicants’ generating facilities will be committed to Southern California Edison under long-term contracts.
All of NRG Yield Operating’s membership interests are in turn owned by NRG Yield LLC. NRG Yield Inc. owns 100% of the Class A membership units of NRG Yield LLC, which represent approximately 44.7% of the economic interests in that entity, and is the sole managing member of NRG Yield LLC. NRG Energy Inc. owns 100% of the class B membership units of NRG Yield LLC, which represent approximately 55.3% of the economic interests in that entity.
NRG Energy owns 100% of the shares of Class B common stock of NRG Yield, which represent approximately 55.3% of the voting interests, but no economic interest, in NRG Yield. Furthermore, the shares of Class A common stock of NRG Yield, which, in aggregate, currently represent the remaining voting interests (44.7%) in NRG Yield, are publicly traded on the New York Stock Exchange.
JPM Capital is an indirect, wholly-owned subsidiary of JPMorgan & Chase Co. JPMorgan Chase is a publicly-owned corporation, headquartered in New York, New York, that is a financial holding company.
The now-approved transaction involves a tax equity investment by PJM Capital in the applicants through Holdco. At closing, applicants assert that PJM Capital will acquire 100% of the Class A membership interests of Holdco, while NRG Yield Operating will own 100% of the Class B membership interests and will also be the managing member of Holdco. The Class A membership interests will not convey control over the day-to-day operations of Holdco or the applicants.