On Aug. 19, the Federal Energy Regulatory Commission approved a July 7 application from Elevation Solar C LLC requesting authorization for JPM Capital Corp. to acquire an indirect passive interest in Elevation.
Elevation owns an approximately 40-MW photovoltaic (PV) project located in the City of Lancaster, Los Angeles County, California. The facility is situated within the California Independent System Operator (CAISO) market. Output from the facility is committed under a long-term power purchase agreement to an unaffiliated entity.
Elevation is an indirect subsidiary of FTP Power LLC. FTP’s issued membership interests consist of Class A Units and Common Units, which are both shared in various percentages by C2E LLC, Fir Tree Solar LLC and Martifer-Silverado Fund I LLC (MS Fund).
SPW Solar Holdings 3 LLC (SPW3), an indirect subsidiary of FTP, owns and operates PV generation facilities in the United States. According to Elevation, simultaneously with the closing of this transaction, SPW3’s issued membership interests will consist of Class A Units and Class B Units. The Class A Units, which are passive and non-controlling, will be 100% owned by JPM Capital, an indirect subsidiary of JPMorgan Chase & Co., a financial service company.
The Class B Units, which are controlling, will be 100% owned by SPW Solar Managing Member 3 (SPWSMM3). SPWSMM3 will be the Managing Member of SPW3 and, as such, will have the right to control SPW3. SPW3 will acquire from FinCo 4, the direct parent of Elevation and indirect subsidiary of FTP, 100% of its membership interests in Elevation, and as a consequence, JPM Capital will acquire an indirect interest in Elevation. Elevation will then become a direct, wholly owned subsidiary of SPW3. SPWSMM3, as Managing Member and owner of all of the controlling Class B Units in SPW3, will have the right to control Elevation and the solar facility. JPM Capital, as owner of all of the passive, non-controlling Class A Units in SPW3, will have only limited rights to protect its economic investments.