The Federal Energy Regulatory Commission on Aug. 19 approved a July 18 application from Little Elk Wind Project LLC requesting authorization for Firstar Development LLC to acquire from Bankers Commercial Corp. approximately 42% of its passive, non-controlling Class B Units in Little Elk.
Little Elk stated that this transaction may not require authorization under Federal Power Act section 203(a)(1); however, out of an abundance of caution, it nevertheless asks the commission to authorize it. “This order authorizes the Proposed Transaction without making any determination of jurisdiction,” said FERC.
Little Elk, an exempt wholesale generator with market-based rate authority, owns a 74-MW wind project located in Kiowa and Washita counties, Oklahoma. The facility is situated within the Southwest Power Pool (SPP) market. Output from the facility is committed under a long-term power purchase agreement.
The membership interests in Little Elk are divided into Class A Units, which are managing and controlling; and Class B Units, which are passive and non-controlling.
Little Elk Wind Holdings owns 100% of the Class A Units in Little Elk. Little Elk Holdings is directly, wholly owned by Enel Kansas LLC, which, in turn, is indirectly owned by Enel S.p.A., a joint stock company under the laws of Italy.
Bankers, a wholly owned non-bank subsidiary of MUFG Americas Holdings Corp. (MUAH), owns 100% of the Class B Units in Little Elk. MUAH is indirectly owned by Mitsubishi UFJ Financial Group Inc., a publicly traded corporation organized under the laws of Japan.
Firstar is an indirect, wholly owned subsidiary of U.S. Bancorp Inc. Bancorp indirectly operates the fifth largest commercial bank in the United States, as well as providing banking, brokerage, insurance, investment, mortgage, trust, and payment services products to consumers, businesses, and institutions.
This now-approved ransaction involves a membership interest purchase agreement between Firstar and Bankers, including a letter of intent. Firstar will acquire approximately 42%of the passive, non-controlling Class B Units in Little Elk. The Class B Units will give Firstar only limited voting and consent rights necessary to protect its economic interests. Firstar will not have the ability to manage Little Elk or the wind facility. Little Elk Holdings will continue to own all of the managing and controlling Class A Units. As holder of the Class A Units, Little Elk Holdings will continue to be managing member of Little Elk and will have the right to control Little Elk and the facility on a day-to-day basis.