The Federal Energy Regulatory Commission on April 22 approved a March 22 application from Summer Solar LLC requesting authorization for the disposition of jurisdictional facilities resulting from the acquisition by SPW Solar Holdings 3 LLC (SPW3) of 100% of the membership interests in Summer Solar from sPower FinCo 4 LLC (FinCo 4).
Summer Solar also sought authorization for the transfer to JPM Capital Corp. (JPMCC) of the non-controlling, passive Class A Units in SPW3. According to Summer Solar, the jurisdictional facility associated with the proposed transaction is a 25-year power purchase agreement with the Southern California Public Power Authority.
SPW Solar Managing Member 3 LLC (SPWSMM3), which will become a direct, wholly owned subsidiary of FinCo 4 as a result of this transaction, and JPMCC will each acquire indirect interests in Summer Solar. SPWSMM3, as Managing Member and owner of 100% of the controlling Class B Units in SPW3, will control Summer Solar on a day-to-day basis and JPMCC, as owner of 100% of the non-controlling, passive Class A Units in SPW3, will have only limited rights with respect to the actions of SPW3, such as consent rights necessary to protect its economic investment.
Applicant stated that the transaction will not result in a transfer of control over its jurisdictional facilities because SPW3 is an affiliate of applicant and SPWSMM3, which is also an affiliate of applicant, will serve as Managing Member.
Summer Solar states that it is an exempt wholesale generator, which has applied for market-based rate authorization. Summer Solar owns a 20-MW solar photovoltaic (PV) project (Summer Solar Project) located in the City of Lancaster, Los Angeles County, California, within the California Independent System Operator (CAISO) market. It expects to begin generating test power from the Summer Solar Project in May 2016 and anticipates achieving commercial operation of the project in June 2016.
Summer Solar is committed to sell the entire output from the Summer Solar Project under the 25-year power purchase agreement with the Southern California Public Power Authority.
Summer Solar states that it is currently a wholly owned subsidiary of FinCo 4, which is a wholly owned, indirect subsidiary of FTP Power LLC (FTP). FTP indirectly has the right to control Summer Solar and the Summer Solar Project on a day-to-day basis, and, after the closing of this transaction, FTP will continue to have control over Summer Solar due to its control over SPWSMM3.
JPMCC is an indirect, wholly owned subsidiary of JPMorgan Chase & Co., a financial holding company.