The Federal Energy Regulatory Commission on May 25 approved an April 15 application from Copper Mountain Solar 4 LLC (CMS4), Mesquite Solar 2 LLC (MS2) and Mesquite Solar 3 LLC (MS3) for approval for Wells Fargo Wind Holdings LLC to acquire all of the Class A membership interests, which are passive and non-managing, in their direct owner, CMMS Solar Portfolio Holdings LLC.
Applicants said that the transaction may not require commission approval, but out of an abundance of caution they nevertheless asked FERC to authorize it. “This order authorizes the Proposed Transaction without making any determination of jurisdiction,” said the May 25 FERC order.
Applicants are exempt wholesale generators with market-based rate authority.
- CMS4 is constructing, and will own and operate, a 93.6-MW solar photovoltaic (PV) facility located near Boulder City, Nevada (CMS4 Solar Facility).
- MS2 is constructing, and will own and operate, a 100.82-MW solar PV facility located in Maricopa County, Arizona (MS2 Solar Facility).
- MS3 is constructing, and will own and operate, a 153.97-MW solar PV facility located also in Maricopa County, Arizona (MS3 Solar Facility).
The CMS4 Solar Facility, the MS2 Facility and the MS3 Facility are each situated within the California Independent System Operator (CAISO) market. Output from each of these facilities is fully committed under long-term power purchase agreements with unaffiliated entities.
The applicants are directly wholly owned by Solar Portfolio Holdings, which is indirectly wholly owned by corporate parent Sempra Global.
The new investor, Wells Fargo, is an indirect wholly owned subsidiary of Wells Fargo & Co. (WF&C), a publicly-traded financial holding company regulated the Federal Reserve under the Bank Holding Company Act of 1956. WF&C and its subsidiaries hold passive, non-managing interests in a number of entities engaged in electric generation and other energy-related business activities, including entities that own generating facilities within the CAISO market.
Under the now-approved transaction, Wells Fargo will acquire 100% of the passive, non-managing Class A membership interests in Solar Portfolio Holdings. In connection with the passive interests, Wells Fargo will also acquire certain veto and consent rights regarding economic and financial matters of Solar Portfolio Holdings. The consent and veto rights will not give Wells Fargo the ability to manage, direct, or control the day-to-day activities of Solar Portfolio Holdings or the applicants. Equity Holdings, an indirect wholly owned subsidiary of Sempra Energy, will hold all of the Class B membership interests, which are controlling, in Solar Portfolio Holdings.