Filed Nov. 2 at the Federal Energy Regulatory Commission was an application from Lindahl Wind Project LLC, which is nearing completion of a 150-MW project in North Dakota, for necessary authorizations for an ownership change.
Under this deal, EGPNA REP Wind Holdings LLC (REP Wind) will: form a newly-owned subsidiary (SubCo) controlled by REP Wind through its ownership of 100% of the controlling Class C of membership interests in SubCo; cause SubCo to issue passive classes of membership interests to Enel Green Power North America Inc. (Enel NA) or an affiliate thereof, which also indirectly controls REP Wind and an affiliate of GE Energy Financial Services Inc. (GE EFS), which also holds a passive interest in REP Wind through an affiliate; and cause SubCo to indirectly acquire 100% of the Class A membership interests in Lindahl.
The transaction is structured more specifically as follows: currently, Enel Kansas owns 100% of the membership interests in Lindahl Wind Holdings LLC (Wind Holdings). Wind Holdings owns 100% of the controlling Class A membership interests in Lindahl. The passive, non-controlling Class B membership interests in Lindahl will be held 100% by a tax equity investor, in a transaction for which the Section 203 application is pending before the commission.
In this new transaction, SubCo will acquire, from Enel Kansas LLC, 100% of the membership interests in Wind Holdings. Wind Holdings will continue to own the Class A membership interests in Lindahl.
REP Wind’s direct parent company is EGPNA Renewable Energy Partners LLC (REP), controlled by affiliates of Enel NA through the ownership of 100% of the controlling Class A membership interests and in which affiliates of GE EFS own 100% of the passive Class B membership interests. Once the acquisition from Enel Kansas is completed, Enel NA will indirectly hold day-to-day control over Lindahl and EFS Green Power Holdings LLC, an indirect affiliate of GE EFS (EFS GPH) will hold indirect passive interests in Lindahl. The transaction will have no impact on the tax equity investor’s Class B membership interests in Lindahl, and the tax equity investor will not change.
Lindahl Wind requests that the commission provide for a 21-day comment period and further requests the issuance of an order approving the transaction as soon as possible, but in any event no later than Dec. 15, 2016, which will allow for closing of the transaction shortly thereafter.
Lindahl owns a wind project with a nameplate rating of approximately 150 MW currently under development, which will be located in Williams County, North Dakota. The Lindahl Project is interconnected with the Western Area Power Administration (WAPA) within the Southwest Power Pool (SPP) balancing authority area.
Applicant expects the project to begin testing in late fall 2016 and to enter commercial operation in late December 2016. Applicant’s sole business is ownership and operation of the Lindahl Project. Applicant has applied to the commission for market-based rate authority and has self-certified as an exempt wholesale generator.
Lindahl Wind said it is committed to sell the full output of the Lindahl Project under a 25-year power purchase agreement with Basin Electric Power Cooperative. Applicant will own no transmission facilities other than limited interconnection facilities needed to connect the Lindahl Project with the SPP transmission system.
The sole member of applicant is Wind Holdings. Wind Holdings is a wholly-owned subsidiary of Enel Kansas. Enel Kansas is a wholly-owned subsidiary of Enel NA, which is a wholly-owned indirect subsidiary of Enel S.p.A., an Italian joint-stock company.