The Federal Energy Regulatory Commission on Sept. 18 approved a July 16 application from Evergreen Wind Power II LLC (EWP II) for change in ownership of this company, which is developing a 147.6-MW wind project in Maine.
TerraForm Power LLC, or a wholly owned subsidiary of that company, will acquire from First Wind Oakfield Portfolio LLC (Oakfield Portfolio) 100% of the membership interests in Oakfield Wind Holdings LLC (Oakfield Holdings), which owns EWP II.
EWP II, authorized to sell power at market-based rates, is constructing, and will own and operate, a 147.6-MW wind facility to be located in Oakfield, Maine. The facility will be situated within the ISO New England (ISO-NE) market. Output from the facility will be sold pursuant to long-tern power purchase agreements.
Oakfield Wind LLC (Oakfield Wind) owns 100% of the Class B membership interests in EWP II and is the managing member of EWP II. Firstar Development LLC owns 100% of the passive, non-voting Class A membership interests in EWP II.
Oakfield Wind is wholly owned by Oakfield Holdings, which, in turn, is wholly owned by Oakfield Portfolio. Oakfield Portfolio and, therefore, EWP II, are wholly owned subsidiaries of SunEdison. SunEdison is a developer of wind and solar energy projects. TerraForm Power owns utility-scale wind and solar projects, distributed generation, and behind-the-meter solar projects throughout the United States, Canada, the United Kingdom and Chile.
EWP II, both before and after the proposed transaction through SunEdison and TerraForm Power, is affiliated with seven entities that own and operate, or will own and operate, generation capacity or transmission facilities within the NE-ISO market.
- Blue Sky East LLC owns and operates a 34.2 MW wind facility located in Eastbrook, Maine.
- Blue Sky West LLC is constructing and will own and operate a 185 MW wind-powered facility to be located in Somerset and Piscataquis counties, Maine.
- Evergreen Gen Lead LLC owns and operates a 115 kilovolt, 38-mile generator lead that begins in Washington County, Maine, and interconnects with ISO-NE.
- Evergreen Wind Power III LLC owns and operates a 60 MW wind farm located in Penobscot County, Maine.
- Stetson Holdings LLC owns and operates a 57 MW wind facility located in Washington County, Maine.
- Stetson Wind II LLC owns and operates a 25.5 MW wind facility located in Stetson, Maine.
- Vermont Wind LLC owns and operates a 40 MW wind facility located in Sheffield, Vermont.
EWP II is also affiliated with entities that own, operate or control approximately 100.5 MW of Qualified Facility and aggregated behind-the-meter solar generating capacity in ISO-NE.
The now-approved transaction involves a purchase and sale agreement between Oakfield Portfolio and TerraForm Power LLC. TerraForm Power LLC, or its indirect wholly owned subsidiary SunEdison Yieldco ACQ10 LLC (SunEdison Yieldco), will acquire from Oakfield Portfolio 100% of the Class B membership interests in Oakfield Holdings. More specifically, EWP II states that either (i) TerraFrom LLC will acquire the membership interests in Oakfield Holdings directly and then transfer those interests to SunEdison Yieldco and/or its direct parent TerraForm Power Operating LLC (TerraForm Operating), or (ii) SunEdison Yieldco or TerraForm Operating will acquire the membership interests in Oakfield Holdings directly, and in the case of the latter, TerraForm Operating will then transfer those interests to SunEdison Yieldco.
The transaction will result in SunEdison Yieldco being the sole member of Oakfield Holdings. EWP II further states that, while SunEdison will still indirectly own 88.3% of the voting securities of EWP II through its voting interests in TerraForm Power Inc., other non-affiliated entities will hold the remaining indirect voting securities in EWP II. EWP notes, however, that no entity other than SunEdison will own 10% or more of the voting interests in TerraForm Power Inc.