On March 30, the Federal Energy Regulatory Commission approved a March 1 application from Kingbird Solar A LLC and Kingbird Solar B LLC for the second step of a two-step transaction whereby State Street Bank and Trust Co. for its designee, Antrim Corp., will acquire certain additional passive and non-managing Class A membership interests in Kingbird Solar LLC.
Applicants statef that State Street Bank has already performed the first step of the two-step transaction. Specifically that, on Feb. 26, Antrim’s affiliate State Street Bank made an initial purchase price payment to FSAM Kingbird Solar Holdings LLC and, in exchange, Antrim received 100% of the non-managing and passive Class A membership interests in Kingbird Solar and limited veto and consent rights. Applicants state that the Class A membership interests are not voting securities and do not confer control over Kingbird A or Kingbird B.
The increased or additional rights concerning economic and financial matters to be conferred on Antrim as a result of the second step will be passive and non-managing. Applicants state that the applicants, State Street Bank, Antrim, FSAM Kingbird, and Kingbird Solar agreed to this two-step structure because time was of the essence for State Street Bank on behalf of its designee, Antrim, to make its initial equity investment in Kingbird Solar in order to preserve the applicants’ eligibility for certain investment tax credits available under the Internal Revenue Code.
- Kingbird A is a wholly owned direct subsidiary of Kingbird Solar. Kingbird A is developing and intends to own and operate an approximately 20-MW solar photovoltaic facility located in Kern County, California. The Kingbird A Facility will interconnect with Southern California Edison‘s transmission network within the California Independent System Operator (CAISO) market. Kingbird A has entered into a long-term power purchase agreement (PPA) for the entire output of its facility with The City of Pasadena, California. The Kingbird A Facility is to achieve full commercial operation on or before April 30, 2016.
- Kingbird B is also a wholly owned direct subsidiary of Kingbird Solar. Kingbird B is developing and intends to own and operate an approximately 20-MW solar photovoltaic facility located in Kern County, California. The Kingbird B Facility is adjacent to the Kingbird A Facility and will share an interconnection with Southern California Edison. Kingbird B has entered into a long-term PPA for its entire output with the Southern California Public Power Authority (SCPPA). Kingbird B anticipates that its facility will achieve commercial operation on or before April 30, 2016.
FSAM Kingbird owns 100% of the managing Class B membership interests in Kingbird Solar. FSAM Kingbird is an indirect, wholly owned subsidiary of First Solar Inc. First Solar is engaged in the business of manufacturing thin film solar photovoltaic modules for sale, and developing solar power generating facilities through special purpose project companies.
Antrim is wholly owned by State Street Bank. State Street Bank is an indirect, wholly owned subsidiary of State Street Corp., which is a publicly-traded financial holding company regulated by the Federal Reserve under the Bank Holding Company Act.