The Federal Energy Regulatory Commission on Dec. 9 approved an Oct. 24 application Bluestem Wind Energy LLC for authorization for a transaction whereby BAL Investment & Advisory Inc. or an affiliate thereof (BALIA) and Antrim Corp. or an affiliate thereof will acquire certain indirect, non-controlling, passive equity interests in Bluestem.
FERC noted: “Although Applicant states that the Proposed Transaction may not require authorization under FPA section 203 (a)(1)(A), Applicant nevertheless seeks prior authorization. This order authorizes the Proposed Transaction without making any determination of jurisdiction.”
Bluestem is constructing and will own and operate an approximately 198-MW wind facility located in Beaver County, Oklahoma, and interconnected to the transmission system owned by Oklahoma Gas and Electric and operated by the Southwest Power Pool. Bluestem is an exempt wholesale generator and has market-based rate authority. All of the output of the facility is committed to Google Energy LLC under a long-term power purchase agreement.
Bluestem is a direct, wholly owned subsidiary of Exelon Wind LLC, which is part of Exelon Generation Co. LLC, which is a subsidiary of Exelon Corp. (NYSE: EXC).
Of the buyers:
- BALIA is a wholly owned subsidiary of Bank of America Corp., a bank holding company and financial holding company primarily regulated by the Federal Reserve. Within the SPP market, BALIA or its affiliates hold passive, non-managing, direct or indirect tax equity interests in approximately 20 entities engaged in electricity generation, with a combined capacity of approximately 3,370 MW.
- Antrim is an indirect, wholly owned subsidiary of State Street Bank and Trust Co. (SSBT), which is a direct, wholly owned subsidiary of State Street Corp. (State Street). State Street is a financial holding company regulated by the Federal Reserve. Other than passive investment interests, none of Antrim, SSBT, State Street or any of their affiliates directly or indirectly own, operate, or control any operational electric generation in the SPP market.
In cconnection with this now-approved transaction, there will be an internal corporate reorganization such that Bluestem will become a direct, wholly owned subsidiary of Bluestem Holdings, a newly formed entity, which will become an indirect subsidiary of Exelon Wind. Bluestem Holdings will have two classes of membership interests: Class A managing Membership Interests and Class B non-managing Membership Interests. Each these two equity investors will make a capital contribution to Bluestem Holdings at the time of the applicant’s commercial operation date and, in exchange, receive non-controlling, passive, Class B Membership Interests in Bluestem Holdings in proportion to its respective capital contribution.
Bluestem Wind Energy on Oct. 21 filed with FERC a notice of self-certification of its status as an exempt wholesale generator related to this project. It said in that filing that commercial operation was expected to occur in December 2016.