Prairie Breeze Wind Energy II LLC and Prairie Breeze Wind Energy III LLC on Feb. 16 sought Federal Energy Regulatory Commission approval for a deal for TerraForm IWG Acquisition Holdings III LLC to acquire from Invenergy Wind Global LLC the indirect, controlling ownership interests in each of the applicants.
Under this deal: TerraForm IWG Acquisition III will acquire from Inenergy Wind Global 90.1% of the ownership interests in, and become the managing member of, Prairie Breeze Expansion Class B Holdings LLC, which, prior to the time of closing will indirectly own the controlling interests in the applicants; and Invenergy Wind Global will directly own a non-controlling 9.9% ownership interest in PBE Class B Holdings and, thus, indirectly own a less than 10% non-controlling ownership interest in the applicants.
The applicants requested expedited consideration of this application, including a 21-day comment period, and an order issued by April 1 to allow for closing on the transaction as soon as possible thereafter.
- Prairie Breeze II owns and operates a 73 MW (nameplate) project located near Petersburg, Nebraska. Prairie Breeze II owns and operates limited interconnection facilities to connect the PB II Project to the transmission system owned by the Nebraska Public Power District (NPPD) and operated by the Southwest Power Pool (SPP). Prairie Breeze II has entered into a long-term power sale agreement pursuant to which it sells all of the power produced by the PB II Project to Lincoln Electric System.
- Prairie Breeze III is constructing and will own and operate a 35.8 MW (nameplate) wind project that will be located near Petersburg, Nebraska. Prairie Breeze III will own and operate limited interconnection facilities to connect the PB III Project to the transmission system owned by NPPD and operated by SPP. Prairie Breeze III has entered into a long-term power sale agreement pursuant to which it will sell all of the power produced to the City of Grand Island, Nebraska, once the energy production operations of the PB III Project begin.
Control of these projects is currently under Invenergy Wind LLC, which is an indirect, partially-owned subsidiary of Invenergy Investment Co. LLC. Invenergy Investment indirectly owns the majority and controlling membership interests in Invenergy Wind.
IWG Acquisition III is an indirect, wholly-owned subsidiary of TerraForm Power LLC, which is an indirect subsidiary of SunEdison Inc.
Upon consummation of the transaction, TerraForm IWG Acquisition III will own the majority ownership interests in, and be the managing member of, PBE Class B Holdings and will control PBE Class B Holdings. Accordingly, after the transaction is consummated, TerraForm IWG Acquisition III will directly own the controlling interests in PBE Class B Holdings and will indirectly own the controlling interests in the applicants.