On Oct. 31, the Federal Energy Regulatory Commission approved a Sept. 23 application from Quantum Pasco Power LP (Pasco) and Rockland Pasco Holdings LLC (Rockland) for a transfer from Quantum (Pasco) Utility Investments LLC (Quantum Investments) of 100% of the issued and outstanding ownership interests in each of Quantum Pasco GP LLC and Quantum Pasco LP to Rockland.
The application also covered the subsequent transfer (if necessary) of Rockland from Rockland Power Partners II LP (Rockland Partners II) to Rockland Power Partners III LP.
Pasco owns an approximately 121-MW facility located in Florida, within the Tampa Electric balancing authority area (BAA). Pasco is an exempt wholesale generator to which the commission has granted market-based rate authority. Pasco sells all of the output of the Pasco Facility to Tampa Electric pursuant to a long-term tolling agreement that expires at the end of 2018.
Quantum Investments is managed by Quantum Utility Generation LLC, a company owned by Quantum Energy Partners LLC (Quantum Partners) and members of a management team (QUG Management). Investment funds managed by Quantum Partners or its affiliates, not including QUG Management, provide the majority of the capital for Quantum Investments. QUG Management and CPP Investment Board Pasco Inc. provide the remaining capital for Quantum Investments.
Rockland is a newly-formed company that will become a public utility holding company solely as to Pasco upon consummation of this transaction. Rockland is currently a wholly owned subsidiary of Rockland Partners II, an equity fund with investors that include endowments and foundations within the United States, funds of funds, pension plans and family offices, and groups of investors. Rockland Power Partners II GP LLC (Rockland II GP) is Rockland Partners II’s General Partner. Rockland II GP is the only entity that holds a 10 percent or greater voting interest in Rockland Partners II. Rockland Capital LLC (Rockland Capital) manages Rockland II GP.
Rockland Capital is in the process of funding Rockland Partners III. Rockland Partners III’s General Partner will be Rockland Power Partners III GP LLC (Rockland III GP). Rockland Capital will manage Rockland III GP. Applicants anticipate that Rockland Partners III will close its funding prior to the consummation of this transaction. If Rockland Partners III has closed by that time, Rockland will be a subsidiary of Rockland Partners III as of the time of closing. In such case, Pasco will be an indirect subsidiary of Rockland Partners III upon consummation of the transaction. However, in the event that there is a delay in the closing of Rockland Partners III’s funding, applicants requested authorization to allow Rockland Partners II to indirectly acquire Pasco through Rockland and to transfer Rockland to Rockland Partners III when that fund has closed.
Quantum Investments and Rockland have entered into a Purchase Agreement to effectuate this transaction. Rockland will acquire 100% of the partnership interests in Pasco that Quantum Investments presently indirectly holds. As a result, Pasco will become a wholly-owned, indirect subsidiary of Rockland. Quantum Investments will not hold any ownership interests in Pasco following the consummation of the transaction.