Luning Energy LLC and Liberty Utilities (CalPeco Electric) LLC (referred to as “LU CalPeco” for short) on Oct. 6 requested Federal Energy Regulatory Commission authorization for transactions related to a partial change of ownership.
Liberty Utilities (Luning Holdings) LLC, a direct subsidiary of LU CalPeco, will acquire all of the membership interests in Luning Energy and Luning Energy will become a direct, wholly-owned subsidiary of Liberty Luning Holdings.
At the time of the filing of this application, Liberty Luning Holdings is a direct, wholly-owned subsidiary of LU CalPeco. At the time of closing on the Liberty Transaction, LU CalPeco anticipates that the owners of Liberty Luning Holdings will be: LU CalPeco, as the owner of the Class B membership interests in, and the Managing Member of, Liberty Luning Holdings; and Firstar Development LLC, as the owner of the passive, non-controlling Class A membership interests in Liberty Luning Holdings.
However, if Firstar is not an owner of Liberty Luning Holdings at the time of closing on the Liberty transaction, it is expected that Firstar will acquire Class A membership interests in Liberty Luning Holdings thereafter. Accordingly, if Firstar is not an owner of Liberty Luning Holdings at the time of closing on the Liberty transaction, then Luning Energy requests authorization for the indirect change in its ownership that would occur thereafter pursuant to a subsequent transaction, where Firstar acquires Class A membership interests in Liberty Luning Holdings.
The applicants requested a notice period of no longer than 21 days, expedited treatment of this application, and that the commission issue an approval by Nov. 7.
Luning Energy is constructing and will own and operate an approximately 50-MW solar project (including limited, radial electric interconnection facilities necessary to effectuate its wholesale power sales) located in Mineral County, Nevada. The Luning Project will be interconnected with the transmission system owned by Sierra Pacific Power d/b/a NV Energy. Luning will sell electric energy, capacity and/or ancillary services from the Luning Project at wholesale. The commission has granted Luning market-based rate authority. On Aug. 25, 2016, Luning filed with the commission a notice of self-certification for EWG status.
LU CalPeco is an electric utility that serves approximately 49,000 electric customers in eastern California in and around the Lake Tahoe area. The only generation jurisdictional physical asset owned or controlled by LU CalPeco is the 12-MW Kings Beach diesel-fired generation facility and switching substation located in Placer County, California, and within the NV Energy BAA. This facility is used to provide emergency backup power to LU CalPeco’s California customers and to limited portions of Sierra Pacific Power’s Nevada system.
LU CalPeco is an indirect, wholly-owned subsidiary of Algonquin Power & Utilities Corp., a diversified electric power generation, transmission, and utility infrastructure company with its principal place of business in Oakville, Ontario, Canada. Algonquin is publicly traded on the Toronto stock exchange (symbol, AQN). Other than LU CalPeco, neither Algonquin nor any of its affiliates is a franchised public utility with captive customers that operates in, or that owns or controls generation that is located in, the NV Energy BAA.
After the closing of the Liberty transaction (i.e., after Liberty Luning Holdings acquires Luning), Luning and LU CalPeco will enter into a long-term power purchase agreement (PPA) for the sale by Luning to LU CalPeco of the full output (capacity and energy) of the Luning Project. However, power sales under this PPA will not begin until after the Liberty transaction has closed. A separate filing with the commission seeking authorization for the proposed affiliate power sales will be made later.