FERC okays ownership changes for wind farms in Oregon and Illinois

The Federal Energy Regulatory Commission on Nov. 30 approved an Oct. 19 application from Eurus Combine Hills I LLC (Combine Hills I) and Crescent Ridge LLC covering a change in control for two wind farms.

Approved were two transactions that will result in Eurus Energy America LLC (Eurus America) owning 100% of the managing Class B and passive Class A membership interests in Combine Hills I, and an indirect subsidiary of Leeward Renewable Energy LLC owning 100% of the managing Class B membership interests in Crescent Ridge.

Combine Hills I owns and operates an approximately 41-MW wind project (CHI Facility) located in Oregon, within the Bonneville Power Administration (BPA) balancing authority area (BAA). Combine Hills I is an exempt wholesale generator (EWG) with market-based rate authority. It sells all of the output of the CHI Facility under a long-term power purchase agreement with PacifiCorp.

Membership interests in Combine Hills I are divided into two classes: non-managing, passive, non-controlling Class A membership interests, and managing Class B membership interests. Eurus America and Combine Hills 1 Member LLC (CH 1 Member), a wholly owned, indirect subsidiary of Leeward, each own 50% of the managing Class B membership interests and 50% of the passive Class A membership interests, and are the “Managing Members” of Combine Hills I with the authority to control the day-to-day operation of Combine Hills I and its jurisdictional facilities.

Crescent Ridge owns and operates a 54.5-MW wind project located in Illinois (CR Facility), within the PJM Interconnection market. Crescent Ridge is an EWG and qualifying small power production facility with market-based rate authority. It sells the entire output of the CR Facility on a wholesale basis into the PJM market.

Crescent Ridge Holdings LLC (CR Holdings) wholly owns Crescent Ridge. Ownership of CR Holdings is divided into two classes: passive, non-controlling Class A membership interests and managing Class B membership interests. Crescent Ridge Member LLC (CR Member), a wholly owned indirect subsidiary of Leeward, owns 75% of the managing Class B membership interests in CR Holdings. Wind Partner 2003 LLC (Eurus Partner 2003), a wholly owned subsidiary of Eurus America, owns the remaining 25%. IJA Portfolio LLC, an indirect subsidiary of Leeward and JPM Capital Corp., owns the non-managing, passive Class A membership interests of Crescent Ridge.

Eurus America is a wholly owned subsidiary of Eurus Energy America Corp., which is wholly owned by Eurus Energy Holdings Corp. (Eurus Holdings). Toyota Tsusho Corp. and Tokyo Electric Power Co. Inc. out of Japan own 60% and 40% of Eurus Holdings, respectively.

With respect to Combine Hills I and pursuant to draft membership interest purchase agreements (Membership Agreements), Eurus America will purchase 50% of the managing Class B membership interests and 50% of the passive Class A membership interests in Combine Hills I from CH 1 Member. Upon consummation of this transaction, Combine Hills I will be a wholly owned subsidiary of Eurus America.

With respect to Crescent Ridge, and pursuant to the Membership Agreements, CR Member, a wholly owned indirect subsidiary of Leeward, will purchase 25% of the Class B membership interests in Crescent Ridge from Eurus Partner 2003. Upon consummation of this transaction, Leeward will indirectly own 100% of the managing Class B membership interests in Crescent Ridge. The Class A non-managing membership interests in Crescent Ridge will not be affected by this transaction.

About Barry Cassell 20414 Articles
Barry Cassell is Chief Analyst for GenerationHub covering coal and emission controls issues, projects and policy. He has covered the coal and power generation industry for more than 24 years, beginning in November 2011 at GenerationHub and prior to that as editor of SNL Energy’s Coal Report. He was formerly with Coal Outlook for 15 years as the publication’s editor and contributing writer, and prior to that he was editor of Coal & Synfuels Technology and associate editor of The Energy Report. He has a bachelor’s degree from Central Michigan University.