CCI Rensselaer LLC, the sole owner of an approximately 80-MW facility located in Rensselaer, New York, on Sept. 28 sought authorization from the New York State Public Service Commission to pledge its ownership of the Rensselaer Facility as security for a financing arrangement that will be executed by an upstream affiliate.
One hundred percent (100%) of the ownership interests in CCI Rensselaer are owned, through a series of intermediate holding companies, by Castleton Commodities International LLC (CCI). In order to effectuate the planned financing, CCI intends to transfer ownership interests in CCI Rensselaer from its current direct owner, CCI U.S. Asset Holdings II LLC (CCIUSAH2), to a series of existing and newly-created, intermediate, wholly-owned CCI subsidiaries.
As a result of the transaction, 100% of the direct ownership interests in CCI Rensselaer will be transferred from CCIUSAH2 to the newly-formed CCI subsidiary, CCI Power Asset Holding LLC (PAR). At the same time, 100% of the ownership interests in PAR will be transferred to a second, newly-created CCI subsidiary, New HoldCo. New HoldCo, in turn, will be a 100% wholly-owned subsidiary of a newly created CCI subsidiary, New ParentCo., which itself will be a 100% wholly owned subsidiary of CCI U.S. Asset Holdings LLC (CCIUSAH), a wholly owned subsidiary of CCI.
CCI Rensselaer (f/k/a Rensselaer Cogeneration LLC) is a lightly regulated Exempt Wholesale Generator that owns and operates an approximately 80-MW natural gas-fired facility. CCI is an independent energy company. Its principal place of business is at 2200 Atlantic Street, Suite 800, Stamford, Connecticut. Through its wholly-owned subsidiaries, CCI owns and operates electric generation facilities and other energy assets, and engages in the marketing of physical energy commodities, including electricity, natural gas and solid fuels, and related financial instruments.
Through its subsidiary, CCIUSAH, CCI owns Roseton Holdings LLC, which in turn owns Roseton Generating LLC (Roseton Generating). Roseton Generating is the owner of the Roseton Generating Station, a 1,160-MW facility located in Newburgh, New York. In an April 2015 order, the commission authorized Roseton Generating (f/k/a CCI Roseton LLC) to enter into a senior secured credit facility and other credit arrangements that would enable Roseton Generating to borrow up to $350 million for a term of seven years, using the Roseton Generation Station to secure the loan.
This new financing will be secured by a portfolio of CCI’s generating assets, including those owned by Roseton Generating and CCI Rensselaer and will be commensurate with the financing approved in the Roseton financing order. The borrowing under the credit facility and other credit arrangements contemplated will remain capped at $350 million. The credit facility will be secured with a first lien on a portfolio of assets that will contain all of the assets of New HoldCo, including all of the assets of CCI Rensselaer, i.e., the Rensselaer Facility and related permits and contracts and other intangibles. Consistent with the Roseton financing order, the proceeds of the financing will be used to pay for future plant improvements, for working capital purposes, to align the capital structure of CCI Rensselaer with CCI’s company-wide capital structure and for other lawful purposes.
The credit facility will be held by New HoldCo with New ParentCo acting as the guarantor of New HoldCo’s debt obligations under the credit facility, pledging its 100% ownership interest in PAH directly, and CCI Rensselaer, indirectly, as additional security.
The planned rearrangement of the ownership structure is purely intra-corporate, will result in no transfer of ownership interests outside the CCI organization and will effect no change in the ultimate control over CCI Rensselaer or the Rensselaer Facility, the company told the commission.