Cricket Valley Energy Center LLC (CVEC), developer of a 1,000-MW project, on April 12 applied along with related parties at the New York State Public Service Commission for a non-approval of a corporate restructuring that will aid the financing of the CVEC project.
The applicants were CVEC, AP Cricket Valley Holdings I Inc. (APCVHI), AP Cricket Valley Holdings II Inc. (APCVHII), MC CVEC Project Holdings I LLC (MCCVEC) and Cricket Valley Energy Holdings LLC (CVEH). They jointly petition the New York commission for a ruling declaring that an intra-corporate restructuring whereby APCVHI, APCVHII, and MCCVEC transfer 100% of their membership interests in CVEC to CVEH, which is a new holding company that will directly own CVEC and will be owned by the existing members in the same proportion of their interests in CVEC, is outside the scope of Public Service Law (PSL) Section 70. In the alternative, they requested that the commission approve the Intra-Corporate Restructuring pursuant to PSL Section 70.
In addition, they requested the commission’s authority under PSL Section 70 for blanket authority to allow ownership interests up to 5% in CVEC to be transferred between members of CVEC to effectuate a provision in the CVEC operating agreement that provides for the dilution of a member’s ownership interest if it fails to make a capital contribution.
Said the application: “The Intra-Corporate Restructuring is in the public interest because it will assist the ability of CVEC to obtain the needed capital for the development of its proposed 1,000 MW electric generating facility in New York (the ‘Facility’), and no new owner will be brought into the organizational structure, no existing owner will be removed, and the proportionate shares of the indirect owners remain the same after the Intra-Corporate Restructuring. The Dilution Transaction is in the public interest because a change in ownership interest of up to 5% of any member will not change the ability of any member to exercise control over the operation of the Facility, will not bring any new owners into the ownership structure of CVEC, and will have not allow any member to exercise horizontal or vertical market power. Petitioners request expedited review of their Petition because the Commission’s approvals are needed for CVEC to obtain financing and begin construction of its Facility.”
The commission has already granted CVEC a Certificate of Public Convenience and Necessity for the construction of a combined cycle, natural gas-fired, 1,000-MW facility on an inactive industrial site located in the Town of Dover, Dutchess County, New York.
CVEC currently has three members. APCVHI holds a 40% interest, APCVHII holds a 40% interest, and MCCVEC holds a 20% interest.
- MCCVEC is indirectly wholly owned by Marubeni Corp. (Japan).
- APCVHI is wholly owned by APNA Holdings GmbH (APNA). APNA is wholly owned by Advanced Power AG (APAG).
- APCVHII is wholly owned by AP Energy Holdings Inc., which is wholly owned by APNA.
CVEH is a Delaware limited liability company. It is a holding company that will be inserted between CVEC and APCVHI, APCVHII, and MCCVEC.