The Federal Energy Regulatory Commission on July 6 approved a June 3 application from Macquarie Wind Farm LLC, filed on behalf of Evergreen Wind Power LLC and Munnsville Wind Farm LLC (called the “Project Companies”), for the transfer by Macquarie of certain direct or indirect, non-managing passive equity interests in the Project Companies to Wind Energy SPV LLC.
This buyer is indirectly, wholly owned by investment funds (the “TSSP-Managed Funds”) that are advised by TSSP Adjacent Opportunities Management LLC.
Macquarie said this transaction may not require authorization under section 203 (a)(1) of the Federal Power Act, but it nevertheless asked the commission to authorize it. “This order authorizes the Proposed Transaction without making any determination of jurisdiction,” said the July 6 order.
Macquarie is a co-managing member of Nationwide Wind Portfolio LLC (NWP), the direct owner of 56.13% of the non-managing, passive equity interests in Evergreen and the indirect owner of 100% of the Class A non-managing, passive membership interests in Munnsville. Under this transaction, Macquarie will transfer all of its equity interests in NWP to the buyer. The buyer will become a co-managing member of NWP and the seller will no longer hold any interests in NWP, Evergreen, or Munnsville.
The Project Companies are:
- Evergreen is an exempt wholesale generator (EWG) with market-based rate authorization. It owns and operates the 42-MW Mars Hill Wind Farm in Mars Hill, Maine. Evergreen is interconnected with the transmission system of Emera Maine in the Northern Maine Independent System Administrator market, which is part of the New Brunswick Power Corp. Transmission and System Operator (NBPC) balancing authority area (BAA). The Mars Hill Wind Farm is a qualifying facility (QF), and Evergreen sells the output of the QF to New Brunswick Power Generation Corp. under a long-term agreement. The day-to-day operations of Evergreen are managed by Maine Wind Partners LLC, an indirect, wholly owned subsidiary of TerraForm LLC, which is an indirect, wholly owned subsidiary of SunEdison. The passive, non-managing equity interests in Evergreen are 56.13% held by NWP and 43.87% held by WFC Holdings Corp.
- Munnsville is an EWG with market-based rate authorization. It owns and operates an approximately 34.5 MW wind farm near Munnsville, New York, in Madison and Oneida counties. The Munnsville Facility is interconnected with the transmission system operated by the New York Independent System Operator. It sells the output of the Munnsville Facility to Consolidated Edison Energy under a long-term power purchase agreement. Munnsville is a direct wholly owned subsidiary of Munnsville WF HOLDCO LLC. The day-to-day operations of Munnsville are managed by E.ON AG, and all of the passive, non-managing equity interests in Munnsville are held by NWP.
The buyer is part of TPG Opportunities Advisers LLC, which is a registered investment adviser with the U.S. Securities and Exchange Commission.
NWP is a joint venture between JPM Capital Corp. (JPMCC) and the seller. JPMCC is an indirect, wholly owned subsidiary of JP Morgan Chase & Co., a financial holding company. The seller is a wholly owned subsidiary of Macquarie Corporate and Asset Funding Inc., which is a wholly owned subsidiary of Macquarie Bank Limited, which in turn is a wholly owned subsidiary of Macquarie Group Limited, a provider of banking, financial, advisory, investment and funds management services.