FERC Issues Order Authorizing Disposition of Jurisdictional Facilities re SunEdison LLC et al Under EC14-91

Targeted News Service |

WASHINGTON, June 30 -- The U.S. Department of Energy's Federal Energy Regulatory Commission issued the text of the following delegated order: SunEdison LLC Docket No. EC14-91-000 Imperial Valley Solar I, LLC ORDER AUTHORIZING DISPOSITION OF JURISDICTIONAL FACILITIES (Issued June 30, 2014) On May 23, 2014, as supplemented on June 25, 2014, SunEdison LLC (SunEdison) and Imperial Valley Solar I, LLC (Imperial Valley) (collectively, Applicants) filed an application under section 203(a)(1) of the Federal Power Act (FPA) requesting Commission authorization for a transaction whereby ownership and control of Imperial Valley will be transferred from Silver Ridge Power LLC (Silver Ridge) to a new entity (Yieldco) that will be majority owned by SunEdison (Proposed Transaction). At the time of the Proposed Transaction Silver Ridge will, according to Applicants, be owned in equal shares by SunEdison and an affiliate of Riverstone Holdings LLC (Riverstone). As part of the Proposed Transaction, Riverstone will acquire and hold a non-controlling, minority interest in Yieldco. According to Applicants, the affected jurisdictional facilities are the Imperial Valley generation facility, as described below, a rate schedule, a power purchase agreement, and interconnection facilities. Imperial Valley, an exempt wholesale generator with market-based rate authority, owns and operates the Imperial Valley generation facility, an approximately 200 megawatt (MW) solar power facility located in the balancing authority area (BAA) of the California Independent System Operator Corporation (CAISO). Thus, according to Applicants, the CAISO BAA is the relevant market for the Proposed Transaction. Silver Ridge, a company established to develop, own and operate utility-scale solar power plants, owns 100 percent of the voting equity interest in Imperial Valley. Also within the CAISO BAA, Silver Ridge owns a minority interest in the approximately 150 MW CSOLAR IV West, LLC Solar Project, as well as owns or controls sites for generation capacity development. SunEdison is a wholly-owned subsidiary of SunEdison, Inc., a developer and seller of photovoltaic energy solutions and is engaged in the development, manufacture and sale of silicon wafers to the semiconductor industry. SunEdison owns approximately 156 MW of solar generating capacity within the CAISO BAA. Output from SunEdison's solar projects is committed under long-term power purchase or other offtake agreements. Under the Proposed Transaction, an entity (TerraForm Power, Inc. (TerraForm Power)) and/or subsidiaries thereof (collectively, Yieldco) that are majority owned by SunEdison will acquire the entire ownership interest in Imperial Valley. SunEdison will have a majority indirect ownership and control of Imperial Valley and the Riverstone affiliate will hold a maximum 9.5 percent indirect interest in Imperial Valley, and other persons will hold no more than 5 percent indirect interest each in Imperial Valley. Applicants state that the Proposed Transaction is consistent with the public interest and will not have an adverse effect on competition, rates, or regulation. With respect to horizontal market power, Applicants state that the Proposed Transaction raises no concerns. Applicants state that following consummation of the Proposed Transaction, SunEdison's direct and indirect combined capacity in the CAISO BAA will be approximately 356 MW. Applicants assert that the 356 MW represents a de minimus amount of 0.5 percent compared to the total installed capacity in the CAISO market. Moreover, Applicants assert that the 356 MW of generating capacity is fully committed under long-term contracts. With regard to vertical market power, Applicants state that the Proposed Transaction raises no concerns. Applicants state that neither they nor their affiliates own or control any transmission facilities, other than limited interconnection equipment. Applicants note that Silver Ridge currently is affiliated with entities that own or control inputs to electricity production given its affiliation with Riverstone. Applicants assert, however, that the Proposed Transaction will result in Riverstone no longer being affiliated with Yieldco or Imperial Valley. Lastly, Applicants state that they have not, and will not, erect barriers to entry into relevant markets. With regard to rates, Applicants state that the Proposed Transaction will not have an adverse effect. Applicants state that Imperial Valley will continue to sell power at market-based rates. Applicants also state that the Proposed Transaction does not involve an entity that provides unbundled transmission service. With regard to regulation, Applicants state that the Proposed Transaction will not have an adverse effect because it will have no effect on state regulatory authority or the ability of the Commission to regulate rates for wholesale power sales or transmission. Applicants state that, based on facts and circumstances known to it or that are reasonably foreseeable, the Proposed Transaction will not result in, at the time of the closing or in the future, cross-subsidization of a non-utility associate company or the pledge or encumbrance of assets of a traditional public utility that has captive customers or that owns or provides transmission service over jurisdictional facilities for the benefit of an associate company. Specifically, Applicants state that the Proposed Transaction does not involve a franchised public utility with captive customers and will not result in: (1) any transfer of facilities between a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, and an associate company; (2) any new issuance of securities by a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, for the benefit of an associate company; (3) any new pledge or encumbrance of assets of a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, for the benefit of an associate company; or (4) any new affiliate contract between a non-utility associate company and a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, other than non-power goods and service agreements subject to review under sections 205 and 206 of the FPA. The filing was noticed on May 27, 2014, with comments, protests, or interventions due on or before June 13, 2014. None were received. Notices of intervention and unopposed timely filed motions to intervene are granted pursuant to the operation of Rule 214 of the Commission's Rules of Practice and Procedure (18 C.F.R. section 385.214) (2013). Any opposed or untimely filed motion to intervene is governed by the provisions of Rule 214. Information and/or systems connected to the bulk system involved in this transaction may be subject to reliability and cybersecurity standards approved by the Commission pursuant to FPA section 215. Compliance with these standards is mandatory and enforceable regardless of the physical location of the affiliates or investors, information database, and operating systems. If affiliates, personnel or investors are not authorized for access to such information and/or systems connected to the bulk power system, a public utility is obligated to take the appropriate measures to deny access to this information and/or the equipment/software connected to the bulk power system. The mechanisms that deny access to information, procedures, software, equipment, etc., must comply with all applicable reliability and cybersecurity standards. The Commission, North America Electric Reliability Corporation or the relevant regional entity may audit compliance with reliability and cybersecurity standards. Order No. 652 requires that sellers with market-based rate authority timely report to the Commission any change in status that would reflect a departure from the characteristics the Commission relied upon in granting market-based rate authority. The foregoing authorization may result in a change in status. Accordingly, Applicants are advised that they must comply with the requirements of Order No. 652. In addition, Applicants shall make any necessary filings under section 205 of the FPA to implement the Proposed Transaction. After consideration, it is concluded that the Proposed Transaction is consistent with the public interest and is authorized, subject to the following conditions: (1) The Proposed Transaction is authorized upon the terms and conditions and for the purposes set forth in the application; (2) The foregoing authorization is without prejudice to the authority of the Commission or any other regulatory body with respect to rates, service, accounts, valuation, estimates or determinations of costs, or any other matter whatsoever now pending or which may come before the Commission; (3) Nothing in this order shall be construed to imply acquiescence in any estimate or determination of cost or any valuation of property claimed or asserted; (4) The Commission retains authority under sections 203(b) and 309 of the FPA to issue supplemental orders as appropriate; (5) If the Proposed Transaction results in changes in the status or upstream ownership of Applicants' qualifying facilities, an appropriate filing for recertification pursuant to 18 C.F.R. section 292.207 (2013) shall be made; (6) Applicants must inform the Commission, within 10 business days of the change, of any change in circumstances that would reflect a departure from the facts the Commission relied upon in authorizing the Proposed Transaction; (7) Applicants shall make appropriate filings under section 205 of the FPA, as necessary, to implement the Proposed Transaction; and (8) Applicants shall notify the Commission within 10 days of the date that the disposition of jurisdictional facilities has been consummated. This action is taken pursuant to the authority delegated to the Director, Division of Electric Power Regulation - West, under 18 C.F.R. section 375.307 (2013). This order constitutes final agency action. Requests for rehearing by the Commission may be filed within 30 days of the date of issuance of this order, pursuant to 18 C.F.R. section 385.713 (2013). Steve P. Rodgers Director Division of Electric Power Regulation - West TNS 18EstebanLiz-140701-30FurigayJane-4783237 30FurigayJane

DISCLOSURE: The views and opinions expressed in this article are those of the authors, and do not represent the views of equities.com. Readers should not consider statements made by the author as formal recommendations and should consult their financial advisor before making any investment decisions. To read our full disclosure, please go to: http://www.equities.com/disclaimer

Companies

Symbol Name Price Change % Volume
UGGGF UGGGF n/a n/a n/a 0

Comments

Emerging Growth

New Age Farm Inc.

New Age Farm Inc is engaged in the development of the agriculture based business in Langley, British Columbia.

Private Markets

Almond Smart Home Router by Securifi

Securifi sells user friendly touch screen routers that also have support for IoT/home automation.Securifi’s Almond revolutionized wireless router setup with its easy to use Touchscreen Interface in 2012. Now our…

D-Wave

D-Wave Systems is the first quantum computing company. Its mission is to integrate new discoveries in physics, engineering, manufacturing, and computer science into breakthrough approaches to computation to help solve…