The Federal Energy Regulatory Commission on Dec. 20 approved a Nov. 2 application from Cimarron Bend Wind Project I LLC (CBI) and Cimarron Bend Assets LLC (CB Assets) for authorization for a transaction in which EGPNA REP Wind Holdings LLC (REP Wind) will cause its subsidiary, SubCo, to acquire 100% of the membership interests in Cimarron Bend Wind Holdings LLC (CB Holdings) from Enel Kansas LLC.
Applicants said they intend to engage in a multi-step transaction. REP Wind will: form a newly-owned subsidiary (SubCo); cause SubCo to issue passive classes of membership interests to Enel Green Power North America Inc. (Enel NA) or an affiliate thereof, which indirectly controls REP Wind, and to an affiliate of GE Energy Financial Services Inc. (GE Energy), which also holds a passive interest in REP Wind through an affiliate; and cause SubCo to acquire 100% of the Class A membership interests in CB Holdings and, as a result, indirectly acquire control over Cimarron Wind Project and CB Assets.
CBI owns a 200-MW wind project currently under development in Clark County, Kansas. The Cimarron Wind Project is located within the Sunflower Electric Power Corp. service territory within the Southwest Power Pool (SPP) market and was at the time of application to begin testing by late November 2016 and enter commercial operation in late December 2016. CBI is an exempt wholesale generator (EWG) and is authorized to sell energy, capacity, and ancillary services at market-based rates. CBI has committed to sell the entire output of the Cimarron Wind Project under a 15 year power purchase agreement with an unaffiliated third-party.
CB Assets is an exempt wholesale generator (EWG) that has its principal place of business in Andover, Massachusetts. It owns a generation tie line and certain other equipment currently under development that it will use solely to transmit power from the project substations associated with the Cimarron Wind Project and at least one, but not more than two other affiliated wind projects under development, for delivery to the point of interconnection with the integrated transmission grid. CB Assets will deliver the Cimarron Wind Project’s output to the integrated transmission system pursuant to the Shared Facilities Agreement among CBI, Cimarron Bend Wind Project II LLC (Cimarron Wind Project II), Cimarron Bend Wind Project III LLC (Cimarron Wind Project III), Enel Kansas and CB Assets. Applicants stated that 49% of the CB Assets membership interests are owned by CBI and 49% are owned by Cimarron Wind Project II. One percent of CB Assets membership interests are owned by Cimarron Wind Project III, which is wholly owned by Enel Kansas, and 1% is owned directly by Enel Kansas.
Under this transaction Enel Kansas will transfer indirect controlling membership interests in CBI and in CB Assets to SubCo, which is controlled by REP. REP is indirectly controlled by Enel NA.