On Dec. 8, the Federal Energy Regulatory Commission approved an Oct. 7 application from Rush Springs Wind Energy LLC for authorization for the acquisition by JPM Capital Corp. (JPMCC) or an affiliate thereof and EFS Renewables Holdings LLC of 100% of the passive Class B Membership Interests in Monarch Wind LLC.
Monarch Wind will, at the time of the acquisition, own 100% of the membership interests in Rush Springs. FERC noted: “Rush Springs states that, although the Proposed Transaction may not require authorization under section 203(a)(1) of the FPA, it nevertheless asks the Commission to authorize the Proposed Transaction. This order authorizes the Proposed Transaction without making any determination of jurisdiction.”
Rush Springs is an exempt wholesale generator (EWG), with market-based rate authority. It will own and operate an approximately 249.9-MW wind facility located in Grady and Stephens counties, Oklahoma, within the Southwest Power Pool (SPP) market. Rush Springs expected the facility at the time of application to begin producing test energy in October 2016.
Rush Springs is a party to a generator interconnection agreement with SPP and AEP Oklahoma Transmission Co. (AEP). The facility’s power will be sold into the SPP market. The power will be sold under separate contracts-for-differences with Owens Corning and Equinix for 100% of the output of the facility.
One of the buyers, JPMCC, is an indirect, wholly owned subsidiary of JPMorgan Chase & Co., a financial holding company. Rush Springs stated that JPMP Wind Energy (Noble) LLC, a wholly owned, indirect subsidiary of JPMorgan Chase and affiliate of JPMCC, owns an indirect interest in Noble Great Plains Windpark LLC, which owns a 114-MW wind facility located within the SPP market. Rush Springs explained that JPMP Noble has only limited consent rights in the management of the holding company that owns this wind project, and JPMP Noble does not exercise day-to-day control over the wind project’s jurisdictional activities.
The other buyer, EFS, is a wholly owned subsidiary of Aircraft Services Corp., which is part of General Electric (NYSE: GE). While GE affiliates have non-passive interests in generating facilities in the United States, affiliates of GE do not control any generating facilities within the SPP market.
Rush Springs is a wholly owned, indirect subsidiary of ESI Energy LLC, which is part of NextEra Energy Resources LLC, which is under NextEra Energy (NYSE: NEE). Rush Springs stated that its affiliates own and operate several facilities with a total of approximately 3,594.7 MW of wind generation in the SPP market.
Under this transaction, the JPMCC and EFS will acquire 100% of the Class B Membership Interests in Monarch in exchange for cash consideration, and NextEra Energy Resources will indirectly retain 100% of the Class A Membership Interests in Monarch.