The Federal Energy Regulatory Commission on Feb. 12 approved a Jan. 11 application from RE Astoria LLC, which is developing a 100-MW solar project in California, for authorization of a two-step transaction.
Under that two-step deal: EFS Renewable Holdings LLC will acquire from RE Astoria Holdings LLC 100% of its Class A membership interests, which are passive and noncontrolling, in RE Astoria; and RE Patterson Holdings LLC will exchange or convert its existing membership interests in RE Astoria Holdings for 100% of RE Astoria Holdings’ managing Class B membership interests.
RE Astoria stated that this transaction may not require commission approval under section 203(a)(1); however, out of an abundance of caution, it nevertheless asks the commission to authorize it. “This order authorizes the Proposed Transaction without making any determination of jurisdiction,” said the Feb. 12 FERC ruling.
RE Astoria, an exempt wholesale generator with market-based rate authority, is developing and will own and operate an approximately 100-MW solar photovoltaic project located in Kern County, California. The project is situated within the California Independent System Operator (CAISO) market.
RE Astoria is directly, wholly owned by RE Astoria Holdings, which, in turn, is directly wholly owned by RE Patterson Holdings. Farthest upstream of RE Patterson Holdings is Canadian Solar (NASDAQ: CSIQ).
EFS Renewables is a wholly owned subsidiary of Aircraft Services Corp., whose corporate parent is General Electric (NYSE: GE). Within the CAISO market, GE affiliates own and control: Inland Empire Energy Center LLC, owner of an 819 MW combined-cycle generating facility; and Wind Energy Prototypes LLC, owner of a 1.7-MW wind-turbine facility.
The approved transaction involves an equity capital contribution agreement between RE Astoria Holdings, RE Patterson Holdings, and EFS Renewables. The passive, non-controlling Class A membership interests in RE Astoria Holdings will provide EFS Renewables with consent and/or veto rights necessary to protect its investment interests, but they will not entitle EFS Renewables to exercise day-to-day management or control over RE Astoria or its jurisdictional facilities. As holder of all of the managing Class B membership interests in RE Astoria Holdings, RE Patterson Holdings will be the managing member of RE Astoria Holdings, and as a consequence, have full control over RE Astoria and its jurisdictional facilities.
RE Astoria LLC on Jan. 27 filed with the Federal Energy Regulatory Commission an Amended and Restated LGIA Co-Tenancy Agreement by and among RE Astoria and RE Astoria 2 LLC related to transmission interconnection for two companion projects.
- RE Astoria is developing an approximately 100 MW solar photovoltaic project and related interconnection facilities in Kern County, California. It will interconnect with SCE’s Whirlwind 220-kV Substation at the 220 kV bus via a generation tie-line and related interconnection facilities. These grid facilities will be owned and shared among RE Astoria, RE Astoria 2, RE Garland LLC, RE Garland A LLC, and RE Gaskell West LLC. All of the output from the Astoria Facility will be sold at wholesale under a 15-year power purchase agreement (PPA) with Pacific Gas and Electric.
- RE Astoria 2 is developing and will own and operate an approximately 75-MW solar PV project located in Kern County. Until Dec. 31, 2021, all but 10 MW of the output from the Astoria 2 Facility will be sold at wholesale within the CAISO markets pursuant to 20-year PPAs with the Southern California Public Power Authority, the Power and Water Resources Pooling Authority, and the cities of Lodi, Corona, Morena Valley, and Rancho Cucamonga, California (the “Original PPA Parties”), with the balance uncommitted and sold at wholesale in the CAISO markets or pursuant to a subsequently-negotiated PPA. All of the output of the Astoria 2 Facility will be sold to the Original PPA Parties commencing Jan. 1, 2022, until the PPAs expire.
RE Astoria and RE Astoria 2 are affiliates of Recurrent Energy, which is part of Canadian Solar.