FERC Issues Order Authorizing Disposition of Jurisdictional Facilities re Beech Ridge Energy LLC et al Under EC14-100 - Insurance News | InsuranceNewsNet

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July 4, 2014 Newswires
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FERC Issues Order Authorizing Disposition of Jurisdictional Facilities re Beech Ridge Energy LLC et al Under EC14-100

Targeted News Service

WASHINGTON, July 3 -- The U.S. Department of Energy'sFederal Energy Regulatory Commission issued the text of the following delegated order:

Beech Ridge Energy LLC

Beech Ridge Energy II LLC

Beech Ridge Energy Storage LLC

Bishop Hill Energy LLC

Bishop Hill Energy III LLC

Bishop Hill Interconnection LLCCalifornia Ridge Wind Energy LLCForward Energy LLC

Grand Ridge Energy LLCGrand Ridge Energy II LLCGrand Ridge Energy III LLCGrand Ridge Energy IV LLCGrand Ridge Energy V LLC

Grand Ridge Energy Storage LLCGratiot County Wind LLCGratiot County Wind II LLCInvenergy TN LLC

Judith Gap Energy LLCSheldon Energy LLC

Spring Canyon Energy LLC

Spring Canyon Energy II LLC

Spring Canyon Energy III LLC

Spring Canyon Interconnection LLCStony Creek Energy LLCVantage Wind Energy LLCWillow Creek Energy LLC

Wolverine Creek Energy LLC

Wolverine Creek Goshen Interconnection LLC

Prairie Breeze Wind Energy LLC

Docket No. EC14-100-000

ORDER AUTHORIZING DISPOSITION OF JURISDICTIONAL FACILITIES

(Issued July 3, 2014)

On June 6, 2014, Beech Ridge Energy LLC (Beech Ridge), Beech Ridge Energy II LLC (Beech Ridge II), Beech Ridge Energy Storage LLC (Beech Ridge Storage), Bishop Hill Energy LLC (Bishop Hill I), Bishop Hill Energy III LLC (Bishop Hill III), Bishop Hill Interconnection LLC (Bishop Hill Interconnection), California Ridge Wind Energy LLC (California Ridge), Forward Energy LLC (Forward Energy), Grand Ridge Energy LLC (Grand Ridge I), Grand Ridge Energy II LLC (Grand Ridge II), Grand Ridge Energy III LLC (Grand Ridge III), Grand Ridge Energy IV LLC (Grand Ridge IV), Grand Ridge Energy V LLC (Grand Ridge V), Grand Ridge Energy Storage LLC (Grand Ridge Energy Storage), Gratiot County Wind LLC (Gratiot I), Gratiot County Wind II LLC (Gratiot II), Invenergy TN LLC (Invenergy TN), Judith Gap Energy LLCSheldon Energy LLC (Sheldon Energy) Spring Canyon Energy LLC ( Spring Canyon), Spring Canyon Energy II LLC (Spring Canyon II), Spring Canyon Energy III (Spring Canyon III), Spring Canyon Interconnection LLC (Spring Canyon Interconnection), Stony Creek Energy LLC (Stony Creek), Vantage Wind Energy LLC (Vantage Wind), Willow Creek Energy LLC (Willow Creek), Wolverine Creek Energy LLC (Wolverine Creek) and Wolverine Creek Goshen Interconnection LLC (Wolverine Creek Goshen Interconnection) and Prairie Breeze Wind Energy LLC (Prairie Breeze) (collectively the Invenergy Wind Utilities or Applicants) filed an application pursuant to section 203(a)(1)(A) of the Federal Power Act (FPA) requesting Commission authorization for the disposition of jurisdictional facilities that will result in a transaction where CDPQ Investments (U.S.) Inc. (CDPQ Investments) will acquire passive, non-controlling membership interests in Invenergy Wind LLC (Invenergy Wind), which is an indirect parent company of the Applicants, that will further result in a partial change in the Applicants' upstream ownership (Proposed Transaction). The jurisdictional facilities consist of the Applicants' market-based rate tariffs, rate schedules and related agreements, books and records, and interconnection facilities.

1. Invenergy Wind Utilities and Relevant Affiliates

Beech Ridge is an indirect wholly-owned subsidiary of Invenergy Wind. Beech Ridge is an exempt wholesale generator (EWG) and has been granted market-based rate authorization by the Commission. Beech Ridge owns and operates 100.5 megawatts (MW) of wind powered generation facilities located in Greenbrier and Nicholas Counties, West Virginia, together with limited interconnection facilities (Beech Ridge Facility). The limited interconnection facilities connect the Beech Ridge Facility to the transmission system owned by Monongahela Power Company d/b/as Allegheny Power, which is under the control of PJM Interconnection, L.L.C. (PJM). Beech Ridge uses the interconnection facilities it owns to deliver the power from its facility to the interconnection point on the PJM system.

Beech Ridge II is an indirect wholly-owned subsidiary of Invenergy Wind. Beech Ridge II is not yet a public utility but may be one by the time the Proposed Transaction closes. Beech Ridge II is developing and plans to construct, own and operate an approximately 52.5 MW wind power project that will be located in Greenbrier and Nicholas Counties, West Virginia (the "Beech Ridge II Project"). Beech Ridge II plans to sell electric energy, capacity and ancillary services from the Beech Ridge Project II at wholesale. Beech Ridge Energy Storage is an indirect wholly-owned subsidiary of Invenergy Wind. Beech Ridge Energy Storage is not yet a public utility but may be one by the time the Proposed Transaction closes. Beech Ridge Storage is developing and plans to construct, own and operate energy storage device (i.e. batteries) with a capacity of approximately 32 MW that will be located in Greenbrier and Nicholas Counties, West Virginia ( the "Beech Ridge Energy Storage Project"). Beech Ridge Energy Plans to sell energy, capacity and ancillary services from the Beech Ridge Energy Project at wholesale.

Beech Ridge, Beech Ridge II and Beech Ridge Storage plan to enter into a co-tenancy agreement that will govern their proposed joint ownership and use of certain discrete generator interconnection facilities, that connect, or will connect in the case of Beech Ridge II and Beech Ridge Storage, their power projects to the transmission system owned by Allegheny power, to effectuate their respective wholesale power sales (the BR Co-Tenancy Agreement). Applicants state that the proposed jointly owned interconnection facilities that will be subject to the BR Co-Tenancy Agreement will consist of a radial line, portions of a substation and other related equipment (BR Shared Interconnection Facilities) that connect to the transmission system owned by Allegheny Power. Applicants state that once the BR Co-Tenancy Agreement becomes effective as a FERC rate schedule, Beech Ridge II and Beech Ridge Storage will have the right to use and acquire a joint ownership interest in the BR Shared Interconnection Facilities that they need to connect their respective power projects to the Allegheny Power transmission system.

Bishop Hill I is an EWG and has been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e. the managing member interests) in Bishop Hill I. Bishop Hill I owns and operates wind-powered electric generation facilities consisting of up to 214 MW located in Henry County, Illinois (the Bishop Hill I Project). The Bishop Hill Project I is interconnected to the transmission system owned by Commonwealth Edison (ComEd), which is controlled by PJM. The electric interconnection facilities that Bishop Hill I solely owns consist of collection lines, an approximately 28 mile generator-tie line and other related facilities and an undivided joint ownership interest in poles that uphold the Bishop Hill I Line. Bishop Hill I and Bishop Hill Interconnection own undivided joint ownership interests in the interconnection poles.

Bishop Hill III is a EWG and has been granted market-based rate authorization and waivers from the Commission's open access transmission requirements. Bishop Hill III is an indirect wholly-owned subsidiary of Invenergy Wind. Bishop Hill III is developing and plans to construct, own and operate wind-powered electric generation facilities consisting of up to 136 MW that will be located Henry County, Illinois (the Bishop Hill III Project). The Bishop Hill Project will be interconnected with the transmission system owned by Ameren Illinois Company d/b/a Ameren Illinois, which is under the control of Midwest Independent Transmission System Operator, Inc. (MISO). Bishop Hill III intends to own limited interconnection facilities that will connect its wind turbines to the interconnection facilities owned by Bishop Hill Interconnection.

Bishop Hill Interconnection is a EWG and does not sell power. Bishop Hill Interconnection has been granted waivers from the Commission's open access transmission requirements. Bishop Hill Interconnection owns undivided interests in the interconnection poles described above and owns an approximately 28 mile generator-tie line, substation and related facilities that connect to the Ameren transmission system. Pursuant to a common facilities agreement that the Commission has accepted for filing under Section 205 of the FPA as a rate schedule of Bishop Hill Interconnection, Bishop Hill III will have the right to interconnect the Bishop Hill III Project to the Bishop Hill Interconnection Facilities and deliver its power to the MISO transmission system. Bishop Hill III has a partial ownership interest in Bishop Hill Interconnection.

California Ridge is a EWG and has been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e. managing member interests) in California Ridge. California Ridge owns and operates wind-powered electric generation facilities consisting of up to 217.08 MW located in Vermilion and Champagne Counties, Illinois (the California Ridge Project). The California Ridge Project is interconnected to the transmission system owned by Ameren, which is controlled by MISO. The Commission has granted California Ridge waivers from the Commission's open access transmission requirements with respect to the limited interconnection facilities that California Ridge owns to connect the California Ridge Project to Ameren's transmission system.

Forward Energy is a EWG and has been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Forward Energy. Forward Energy owns and operates a 129 MW wind-powered generation facility located in Dodge and Fond Du Lac Counties, Wisconsin, together with limited interconnection facilities that connect it to the transmission system owned by American Transmission Company, LLC, which is controlled by MISO.

Grand Ridge I is a EWG and has been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e. managing member interests) in Grand Ridge I. Grand Ridge I owns and operates a 99 MW wind-powered generation facility in La Salle County, Illinois (the Grand Ridge I Facility). The Grand Ridge I Facility is interconnected to the ComEd transmission system.

Grand Ridge II is a EWG and has been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Grand Ridge II. Grand Ridge II owns and operates a 51 MW wind-powered generation facility located in La Salle County, Illinois (the Grand Ridge II Facility). The Grand Ridge II Facility in interconnected to the ComEd transmission system.

Grand Ridge III is a EWG and had been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Grand Ridge III. Grand Ridge III owns and operates a 49.5 MW wind-powered electric generation facility located in La Salle County, Illinois (the Grand Ridge III Facility). The Grand Ridge III Facility is interconnected to the ComEd transmission System.

Grand Ridge IV is a EWG and has been granted market-based rate authorization by the Commission. Grand Ridge IV is an indirect, wholly-owned subsidiary of Invenergy Wind. Grand Ridge IV owns and operates a 9 MW wind-powered electric generation facility located in LaSalle County, Illinois (the Grand Ridge IV Facility). Grand Ridge IV plans to add up to three 1.5 MW energy storage devices with potentially up to 4.5 MW of capacity (the Batteries), which will be part of the Grand Ridge IV Facility. The Grand Ridge Facility in interconnected with the transmission system owned by ComEd.

Grand Ridge V is a EWG and has been granted market-based rate authorization by the Commission. Grand Ridge V is an indirect, wholly-owned subsidiary of Invenergy Wind. Grand Ridge V is developing and plans to construct, own and operate wind-powered electric generation facilities of up to 126 MW that will be located in La Salle County, Illinois (the Grand Ridge V Facility). The Grand Ridge V Facility will be interconnected with the transmission system owned by ComEd.

Grand Ridge Energy Storage is not yet a public utility. Grand Ridge Energy Storage is developing and plans to construct, own and operate energy storage devices (i.e. batteries) with a capacity of up to 32.4 MW that will be located in LaSalle County, Illinois (the" Grand Ridge Storage Project"). Grand Ridge Storage plans to sell energy, capacity and ancillary services from the Grand Ridge Storage Project at wholesale.

Grand Ridge I, Grand Ridge II, Grand Ridge II, Grand Ridge IV, and Grand Ridge V (collectively "GR Companies"), are parties to a co-tenancy agreement that governs their joint ownership and use of certain discrete generator interconnection facilities that connect their generation facilities to the ComEd transmission system, which each of the companies will use or plan to use to effectuate their respective wholesale power sales (the GR Co-Tenancy Agreement"). The shared, jointly owned interconnection facilities that the GR Companies own or plan to own an undivided interest in under the GR Co-Tenancy Agreement are a discrete, 1.6 mile radial line, a substation and other related equipment (GR Shared Interconnection Facilities) that connect to the transmission system owned by Com Ed at a switchyard owned by ComEd. In addition, each of the GR Companies solely own or will own certain interconnection facilities for their own use that connect or will connect, their respective wind generation facilities to the jointly owned substation. Applicants proposed to amend the GR Co-Tenancy Agreement to add Grand Ridge Energy Storage as a party with a right to acquire interests in the GR Shared interconnection Facilities.

Gratiot I is an EWG and has been granted market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling membership interests (i.e., managing member interests) in Gratiot I. Gratiot I owns and operates wind-powered electric generation facilities consisting of up to 69 wind turbines with capacity of up to 110.4 MW. The Gratiot I Project is interconnected to the transmission system owned by Michigan Electric Transmission Company LLC (METC), which is controlled by MISO. The Commission has granted Gratiot I waivers from the Commissions open access transmission requirements. Gratiot I may transfer up to 6 wind turbines with a capacity of up to 9.6 MW to Gratiot II. If such transfer occurs, the transferred wind generation facilities will be owned by Gratiot II (Gratiot II Project). If the transfer occurs, the size of the Gratiot I Project will decrease by the amount of generation capacity of the turbines that Gratiot I transfers to Gratiot II.

Gratiot II is an EWG and has been granted market-based rate authorization. Gratiot II is an indirect, wholly-owned subsidiary of Invenergy Wind. Gratiot II does not currently own or control operating generation because the potential transfer of generation to Gratiot II has not yet occurred. If Gratiot II acquires the Gratiot II Project, it will be interconnected to the transmission system owned by METC and controlled by MISO.

Invenergy TN is an EWG and has received market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e. managing member interests) in Invenergy TN. Invenergy TN owns and operates a 27 MW wind-powered generation facility located in Tennessee (Invenergy TN Facility). Invenergy TN is interconnected to the transmission system owned by the Tennessee Valley Authority (TVA).

Judith Gap is an EWG and has received market-based rate authorization by the Commission. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Judith Gap. Judith Gap owns and operates a 135 MW wind-powered generation facility in Wheatland County, Montana. Judith Gap is interconnected to the transmission system of Northwestern Energy.

Sheldon Energy is an EWG and has been granted market-based rate authorization. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Sheldon Energy. Sheldon Energy owns and operates an up to 112.5 MW wind-powered generation facility located in Wyoming County, New York (the Sheldon Facility). Sheldon Energy is interconnected to the transmission system owned by New York State Electric & Gas Corporation (NYSEG) which is controlled by the New York Independent System Operator, Inc. (NYISO). Sheldon uses the interconnection facilities it owns to deliver power from the Sheldon facility to the interconnection point with the NYISO system.

Spring Canyon is an EWG and has received market-based rate authorization. Invenergy Wind indirectly owns the controlling interests (i.e. managing membership interests) in Spring Canyon. Spring Canyon owns and operates a 60 MW wind-powered generation facility in Colorado with limited interconnection facilities (Spring Canyon Facility). Spring Canyon is interconnected to the transmission system owned by the Public Service Company of Colorado (Public Service Co. of Colorado). Spring Canyon uses the interconnection facilities it owns to deliver Spring Canyon Facility's power to the interconnection point with Public Service Co, of Colorado's system.

Spring Canyon II is an indirect, wholly-owned subsidiary of Invenergy Wind. Spring Canyon II is not yet a public utility but will be one by the time the Proposed Transaction closes. Spring Canyon II is developing and plans to construct, own and operate an approximately 32.5 MW wind powered project that will be located in Logan County, Colorado (the Spring Canyon II Project). Spring Canyon II will sell electric energy, capacity and/or ancillary services from the Spring Canyon II Project at wholesale. Through interconnection facilities in which Spring Canyon II plans to own interests, the Spring Canyon II Project will be interconnected with the Public Service Co. of Colorado transmission system.

Spring Canyon III is an indirect wholly-owned subsidiary of Invenergy Wind. Spring Canyon III is not yet a public utility but will be one by the time the Proposed Transaction closes. Spring Canyon III is developing and plans to construct, own and operate an approximately 27.5 MW wind power project that will be located in Logan County, Colorado (the Spring Canyon III Project). Spring Canyon II will sell electric energy, capacity and/or ancillary services from the Spring Canyon III Project at wholesale. Through interconnection facilities in which Spring Canyon III plans to own interests, the Spring Canyon II Project will be interconnected with the Public Service Co. of Colorado transmission system.

SC Interconnection in an indirect wholly-owned subsidiary of Invenergy Wind. SC Interconnection is expected to be the counterparty to an interconnection agreement with the Public Service co. of Colorado that will govern the interconnection of the Spring Canyon II Project and the Spring Canyon III Project to the Public Service Co. of Colorado transmission system (the "IA"). SC Interconnection will need rights to the Spring Canyon Shared Interconnection Facilities, in order to flow through to Spring Canyon II, Spring Canyon III interconnections services under SC Interconnection's IA. Accordingly, as described below, SC Interconnection plans to enter into the Spring Canyon Co-Tenancy Agreement. SC Interconnection plans to file for EWG status.

Spring Canyon, Spring Canyon II, Spring Canyon III, and SC Interconnection plan to enter into a co-tenancy/coordination agreement that will govern their proposed joint ownership or use of certain discrete generator interconnection facilities that connect, or will connect in the case of Spring Canyon II and Spring Canyon III, their power projects to the transmission system owned by Public Service Co. of Colorado, to effectuate their respective wholesale power sales (the Spring Canyon Co-Tenancy Agreement). Spring Canyon, Spring Canyon II, Spring Canyon III and SC Interconnection will file the Spring Canyon Co-Tenancy Agreement at the appropriate time. Once the Spring Canyon Co-Tenancy Agreement becomes effective as a FERC Rate Schedule, Spring Canyon II and Spring Canyon III will have the right to use and acquire a joint ownership interest in Spring Canyon Shared Interconnection Facilities (Spring Canyon Shared Interconnection Facilities) that they need to connect their respective power projects to Public Service Co. of Colorado transmission system. SC Interconnection will have rights to use the Spring Canyon Shared Interconnection Facilities in order to provide certain interconnection services to Spring Canyon II and Spring Canyon III.

Stony Creek is an EWG and has received market-based rate authorization. Stony Creek is an indirect, wholly-owned subsidiary of Invenergy Wind. Stony Creek is developing and plans to construct, own, and operate wind-powered electric generation facilities of up to 94.4 MW that will be located in Wyoming County, New York (the SC Facility). The SC Facility will be interconnected to the transmission system owned by NYSEG, and controlled by NYISO.

Vantage Wind is an EWG and has been granted market-based rate authorization. Invenergy Wind indirectly owns the controlling interest (i.e., managing member interests) in Vantage Wind. Vantage Wind owns and operates wind-powered generation facilities with the capacity of 90 MW located near Kittias County, Washington (The Vantage Wind Facility). The Vantage Wind Facility is interconnected to the transmission system owned by Puget Sound Energy, Inc. (Puget Sound).

Willow Creek is an EWG and has received market-based rate authorization. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Willow Creek. Willow Creek owns and operates a 72 MW wind-powered generation facility located in Gillham and Marrow Counties, Oregon (the Willow Creek Facility). The Willow Creek Facility is interconnected to the transmission system owned by the Bonneville Power Administration (BPA).

Wolverine Creek is an EWG and has received market-based rate authorization. Wolverine Creek has also been granted waiver of the Commission's open access transmission requirements. Invenergy Wind indirectly owns the controlling interests (i.e., managing member interests) in Wolverine Creek. Wolverine Creek owns and operates a 64.5 MW wind-powered generation facility located in Goshen, Idaho together with limited interconnection facilities (the Wolverine Creek Facility) necessary to connect its generation facilities to Wolverine Creek Goshen Interconnection facilities described below.

Wolverine Creek Goshen Interconnection is an EWG and has been granted waiver from the Commission's open access transmission requirements. Wolverine Creek Goshen Interconnection owns and operates a substation and an approximately 18 mile generator lead line and related equipment that connects the Wolverine Creek Facility to the transmission system of PacifiCorp. Wolverine Creek Goshen Interconnection's direct owners are Wolverine Creek (who is also Wolverine Creek Goshen Interconnection's managing member), Ridgeline Alternative Energy LLC (Ridgeline Alternative Energy), Goshen Phase II LLC (Goshen Phase II) and Meadow Creek Project Company LLC (Meadow Creek). Wolverine Creek Goshen Interconnection and Wolverine Creek filed with the Commission under Section 205 of the FPA a Common Facilities Agreement (Facilities Agreement) among Wolverine Creek Goshen Interconnection and its owners, which has been accepted by the Commission. The Facilities Agreement sets out the terms under which Wolverine Creek Goshen Interconnection will provide capacity on the Wolverine Goshen Interconnection Facilities for its owners projects and the owners' will pay their pro rata share of Wolverine Goshen Interconnection's costs.

Prairie Breeze is an EWG and a indirect, wholly-owned subsidiary of Invenergy Wind. Prairie Breeze is developing and plans to construct own and operate wind-powered electric generation facilities of up to 200.6 MW that will be located near Petersburg, Nebraska (the Prairie Breeze Facility). The Prairie Breeze Facility will be interconnected to the transmission system owned by the Nebraska Public Power District. The Prairie Breeze Facility is estimated to begin generating electricity in the latter half of 2013. The application states that Prairie Breeze is not currently a public utility, but may file for authorization to make wholesale power sales at market-based rates.

2. Invenergy Wind and Its Upstream Owners

As noted above, the Applicants are indirect wholly-owned or partially-owned subsidiaries of Invenergy Wind. Invenergy Wind and the current owners of Invenergy Wind are described below.

Invenergy Wind Holdings LLC (Invenergy Wind Holdings) owns the controlling and majority equity ownership interests in Invenergy Wind. Invenergy Wind Holdings directly owns 82.7 percent of the equity interest in Invenergy Wind and controls the Board of Directors (the "Board") of Invenergy Wind. Invenergy Wind is managed by the Board. The Board consists of two individuals appointed by Invenergy Wind Holdings and represents solely the interest of Invenergy Wind Holdings and all business transacted by the Board requires only the affirmative vote of an Invenergy Wind Director. Invenergy Wind Investment Corporation (Invenergy Wind Investment Corp) a direct, wholly-owned subsidiary of Invenergy Wind Holdings, directly owns a de minimis equity interest of less than 0.8 percent in Invenergy Wind. Invenergy Wind Investment Corp.'s interest does not provide it with voting or consent rights in Invenergy Wind's management.

Invenergy Wind Investment Corp. is an indirect, wholly-owned subsidiary of Invenergy Investment. Through subsidiaries, Invenergy Investment, Invenergy Wind Holdings, Invenergy Wind Investment Corp., and Invenergy Wind are in the business of acquiring or developing, and owning and operating, electric generation facilities and associated interconnecting transmission facilities in the United States and abroad that are, or will qualify to be, EWGs, foreign utility companies under PUHCA, or qualifying facilities (QFs) under the Public Utility Regulatory Policies Act.

In addition to the Applicants, Invenergy Wind indirectly owns the controlling interest in the following companies that are EWGs and own operating wind generation facilities and related interconnection facilities, or are constructing such facilities that may become operational by the time the Proposed Transaction closes, but are not public utilities under the FPA because they sell, or will sell power, solely within the Electric Reliability Council of Texas (ERCOT): Turkey Track Wind Energy LLC (Turkey Track), Stanton Wind Energy LLC (Stanton Wind), Scurry County Wind L.P. (Scurry Wind I), Scurry County Wind II LLC (Scurry Wind II), and McAdoo Wind Energy LLC (McAdoo Wind), Goldthwaite Wind Energy LLC (Goldthwaite), and Miami Wind I LLC (Miami Wind).

Another subsidiary of Invenergy Wind, Marsh Hill Energy LLC (Marsh Hill) is not yet a public utility, but is constructing and will own and operate an approximately 16.2 MW wind generation project and associated limited interconnection facilities (Marsh Hill Project) that may be operational at the time the Proposed Transaction closes In addition to the Applicants, Invenergy Investment also indirectly owns controlling interests in other companies that are public utilities under Section 201 of the FPA and that own operating generation facilities and related interconnection facilities, or that are QFs that own operating generating facilities located in the Relevant Markets (Other Invenergy Generators). Other than interests in the Applicants and Other Invenergy Generators, none of Invenergy Investment, Polsky Energy or their respective subsidiaries or affiliates (i) currently own or control operating generation or transmission facilities that are located in the relevant markets, nor (ii) are they franchised utilities with captive customers. None of the Applicants or the Other Invenergy Generators nor Polsky Energy, Invenergy Investment and their respective subsidiaries or affiliates own or control any facilities for the transportation or distribution of natural gas.

3. Liberty Holdings and Its Affiliates

Liberty Holdings owns a 16.5 percent passive, non-controlling, minority equity ownership interest in Invenergy Wind and has limited consent rights (to protect its economic investment) with respect to certain major actions of Invenergy Wind and the Applicants.

Liberty Mutual Holding Company (Liberty Mutual Holding) is the indirect parent holding company of Liberty Holdings. Through subsidiaries, Liberty Mutual Holding is primarily engaged in the insurance business. Other than holding publicly traded equity securities that do not exceed 5 percent of outstanding securities and non-voting debt securities in companies that may directly or indirectly own generation, Liberty Holdings and Liberty Mutual Holding and its subsidiaries do not own, operate or control any electric generation assets, electric transmission assets or essential inputs to electric generation, in the relevant markets. Other than the limited pipeline and storage assets described below, Liberty Holdings and its affiliates do not own, operate, or control any intrastate natural gas or oil transportation, intrastate natural gas or oil storage, or distribution facilities. Therefore, Liberty Holdings and its affiliates do not own any essential inputs to electric power production in the United States.

Liberty Energy, LLC (Liberty Energy) and Kellen Holdings, LLC ( Kellen, and together with Liberty Energy, Collectively, the Liberty Group), affiliates of Liberty Holdings, primarily engage in oil and gas investment by direct ownership of non-operated oil and gas working interests and equity ownership of entities which own oil and gas working interests or facilities, respectively. Liberty Energy owns non-operating working interests throughout the United States, which produce oil and gas into field-wide gathering systems and utilize production area transportation facilities which are not operated by Liberty Energy or its affiliates. Kellen owns (i) non-controlling equity interests in entities which own oil and gas working interests similar to those described above for Liberty Energy, and (ii) equity interests in the 50 percent owner of an entity whose primary assets will include a natural gas liquids (NGL) in Louisiana, an associated gas gathering, processing and residue system to serve that asset.

Applicants state that while these affiliates of Liberty Holdings hold interests in business entities that have interests in oil and gas production and associated facilities, the nature of these interests, raises no vertical market power concerns. According to Applicants, oil supply and oil transportation facilities, such as the working interests and associated gathering facilities here, are not considered to be relevant inputs to electric power production and thus do not need to be considered when assessing vertical market power.

4. CDPQ Investments and Its Affiliates

CDPQ Investments is a wholly-owned subsidiary of Caisse de depot et placement du Quebec (The "Caisse"). The Caisse is a Canadian pension and investment entity. The Caisse holds a 65.81 percent ownership interest in Trencap L.P. (Trencap). Trencap is a limited partnership organized under the laws of the Province of Quebec Canada. The general partner of Trencap is Capital d'Amerique CDPQ, Inc., a wholly-owned subsidiary of The Caisse. Trencap holds a 61.11 percent ownership interest in Noverco Inc. (Noverco), a Canadian investment co. Noverco owns 100 percent of Gaz Metro Inc., and as a result, a stake of 70.99 percent in Gaz Metro Limited partnership ( Gaz Metro). Gaz Metro in turn has an indirect 100 percent ownership in Green Mountain Power Corporation (Green Mountain Power). Green Mountain Power, as further described below in an electric utility in the state of Vermont that has interests in several FERC jurisdictional entities. Also, through its interest in Voverco, The Caisse holds investments in Vermont Gas Systems, Inc. (Vermont Gas), which is a local distribution company engaged in the distribution of natural gas in Vermont.

Green Mountain Power is a joint owner, with other Vermont entities, of Vermont Transco LLC (Vermont Transco), which owns the principal electric transmission facilities in Vermont, and Vermont Electric Power Company (VELCO), which operates them. Green Mountain Power also directly owns transmission facilities in Vermont that operate at voltages below 115 kV, and is a joint owner of the Highgate and PhaseI/Phase II interconnections between Hydro-Quebec in Canada and utilities in New England.

Green Mountain Power's corporate parent, Northern New England Energy Corporation (Northern New England Energy) is a Vermont Corporation and a wholly-owned subsidiary of Gaz Metro, the principal distributor of natural gas in the Province of Quebec. Northern New England Energy provide natural gas delivery service in the United States through its subsidiary, Vermont Gas, and its interest in Portland Natural Gas Transmission System (Portland Natural Gas). Vermont Gas is a natural gas distribution company in Vermont that is subject to regulation by the Vermont Public Service Board. Vermont Gas imports natural gas from Canada at Highgate and delivers gas to customers in northwestern Vermont. Northern New England Energy has minority interests in Portland Natural Gas.

The Caisse also holds equity interest in various other electric utilities in the United States. However, none of these interests is a controlling interest. In addition, The Caisse has a 16.55 ownership interest in Colonial Pipeline Company. The Colonial Pipeline Company delivers liquid petroleum products from supply centers in the Gulf Coats to customers located in the Easter seaboard of the United States.

According to Applicants, once the conditions to the Proposed Transaction are satisfied, CDPQ Investments will acquire approximately 24.73 percent of the passive, non-controlling equity interests in Invenergy Wind and provide cash and other consideration set forth in the Contribution Agreement for such interests. When the Proposed Transaction closes, Invenergy Wind Holdings will continue to directly own the controlling and majority equity interests in Invenergy Wind, however, its direct equity interests will decrease from 82.7 percent to 58.1 percent. Liberty Holdings will continue to own its passive, non-controlling equity interests in Invenergy Wind, however, there will be a slight increase in the percentage of its equity interests from 16.5 percent to approximately 16.53 percent.

Applicants state that when the Proposed Transaction closes, Invenergy Wind Holdings will become the managing member of Invenergy Wind, and the Board will be eliminated and Invenergy Wind will be managed by Invenergy Wind Holdings. The equity membership interests held by CDPQ Investments and Liberty Holdings in Invenergy Wind will provide them with veto and/or consent rights over certain major decisions necessary for them to protect their economic investment interests. However, CDPQ Investments and Liberty Holdings will not be the managing members of Invenergy wind, and will not be entitled to exercise day-to-day management, control or similar rights over Invenergy Wind, the Applicants or the Applicants jurisdictional facilities. Therefore, when the Proposed Transaction closes, CDPQ Investments will acquire, and Liberty Holdings will continue to own, indirect, passive, non-controlling interest in the Applicants.

As the managing member and majority equity owner, Invenergy Wind Holdings directly (and Invenergy Investment indirectly) will continue to own the controlling ownership interests in Invenergy Wind after the Proposed Transaction closes.

While the Proposed Transaction will result in a partial change in Applicants' upstream owners, the application states that each Applicant will continue to own its assets including its FPA-jurisdictional contracts and facilities.

Applicants state that the Proposed Transaction will not have an adverse effect on competition, rates, and regulation, and will not result in any cross-subsidization concerns. The application states that the Proposed Transaction will not have an adverse effect on competition. According to Applicants, the Proposed Transaction does not raise any horizontal market power concerns. The application states that Proposed Transaction will not increase the amount of generation that Invenergy Investment or the Invenergy Owners indirectly own or control, or that the Applicants will own or control in the PJM, MISO, NYISO, TVA, Northwestern Energy, Public Service Company of Colorado, Puget, Bonneville Power Administrative, PacifCorp, and Nebraska Public Power District relevant geographic markets (Relevant Markets) because they will not be acquiring ownership or control of any new generation as a result of the Proposed Transaction. The application also states that Liberty Holding's indirect, passive, non-controlling membership interests in the Applicants (through its passive interest in Invenergy Wind after the Proposed Transaction closes) will have no effect on the generation market shares of the Applicants because Liberty Holdings does not directly own or control, and its affiliates do not own or control, generation in the Relevant Markets. Therefore, the application states that the Proposed Transaction does not raise any horizontal market power concerns in the Relevant Markets.

Applicants state that the Proposed Transaction does not raise any vertical market power concerns. The application states that the Proposed Transaction will not result in any new combination of transmission or gas assets. The application states that other than limited electric interconnection facilities that the Applicants own, or plan to own or use, to effectuate their respective wholesale power sales from projects owned by the applicable Applicants (and the limited electric interconnection facilities owned Marsh Hill and the Other Invenergy Generators), none of the Applicants or Invenergy Wind, nor Invenergy Investment or its affiliates, own or control any electric transmission facilities or electric transmission or distribution companies in the relevant markets nor do they own or control any companies that control natural gas transmission or distribution operations in such market. Further, Applicants state that neither Liberty Holdings nor its affiliates own or control any electric transmission or distribution facilities or other relevant inputs into generation within the Relevant Markets. Therefore, Applicants assert that the Proposed Transaction will have no adverse effect on vertical market power in the Relevant Markets.

Applicants state that the Proposed Transaction will have no adverse effect on rates. The application states that the Applicants (other than Beech Ridge II, Beech Ridge Energy Storage, Grand Ridge Energy Storage, Spring Canyon II, Spring Canyon III, Wolverine Creek Goshen Interconnection and Bishop Hill Interconnection) have market-based rate authorization and will continue to sell power to their respective customers pursuant to negotiated rates under power sale arrangements entered into pursuant to their respective market-based rate tariffs. Beech Ridge II, Beech Ridge Energy Storage, Grand Ridge Energy Storage, Spring Canyon II, Spring Canyon III, have not yet filed for or obtained market-based rate authority but intend to do so in the future and that may occur prior to the closing of the Proposed Transaction. Applicants state that while these companies are not currently public utilities, if they become public utilities prior to the closing of the Proposed Transaction it will be in connection with its market-based rate tariff on file with the Commission. Beech Ridge II, Beech Ridge Energy Storage, Grand Ridge Energy Storage, Spring Canyon II, Spring Canyon III, will sell power to their customers pursuant to their market-based rate tariffs. The Proposed Transaction will not affect the rates that Beech Ridge II, Beech Ridge Energy Storage, Grand Ridge Energy Storage, Spring Canyon II, Spring Canyon III will be authorized to charge under their market-based rate tariffs.

Wolverine Creek Goshen Interconnection, Bishop Hill Interconnection, and SC Interconnection do not have any power sale rate schedules or tariffs because they do not sell power (and do not plan to sell power) and have no power sales customers.

As described above, Wolverine Creek Goshen Interconnection, Wolverine Creek, Bishop Hill I, Bishop Hill Interconnection, the GR Companies, Gratiot I and Gratiot II have their respective co-tenancy agreements on file with the Commission that govern their joint ownership or use of their respective shared limited interconnection facilities. Also as noted above, Beech Ridge II, Beech Ridge Energy Storage, Grand Ridge Energy Storage, Spring Canyon. Spring Canyon II, Spring Canyon III, and SC Interconnection plan to enter into agreements that will govern joint ownership or use of shared limited interconnection facilities and each plan to file with the Commission its respective rate schedule, which, if filed before the Proposed Transaction closes, may become effective as such company's FERC jurisdictional rate schedule by the time the Proposed Transaction closes. Therefore, Applicants state that the Proposed Transaction does not affect any of the agreements described above involving shared limited interconnection arrangements and will have no effect on such agreements.

With respect to the effect on regulation, Applicants state that the Proposed Transaction will not affect the manner or extent to which the Commission, any state, or any other federal agency may regulate Applicants and their affiliates. Applicants state that upon completion of the Proposed Transaction, they will continue to be subject to the jurisdiction of the Commission (and any other regulatory agency or office) to the same extent as before the Proposed Transaction.

Applicants state that the Proposed Transaction will not result in the cross-subsidization of a non-utility associate company or the pledge or encumbrance of utility assets for the benefit of an associate company. The application states that none of Applicants' or their affiliates is a traditional public utility associate company that has captive ratepayers in the United States or that owns or provides transmission service over jurisdictional transmission facilities in the United States. Therefore, Applicants state that the Proposed Transaction is within the scope of the "safe harbor" for transaction in which "no franchised public utility with captive customers is involved in the transaction" and does not raise any issue with respect to cross-subsidization. In addition, Applicants' verify that, based on facts and circumstances known to them or that are reasonably foreseeable, the Proposed Transaction will not result in, at the time of the Proposed Transaction or in the future: (1) any transfers 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 issuances 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 contracts between a non-utility associate company and a traditional public utility associate companies that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, other than non-power goods and services agreements subject to review under sections 205 and 206 of the FPA.

The filings were noticed on June 9, 2014, with comments, protests or interventions due on or before June 27, 2014. None were filed. 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.

When a controlling interest in a public utility is acquired by another company, whether a domestic company or a foreign company, the Commission's ability to adequately protect public utility customers against inappropriate cross-subsidization may be impaired absent access to the parent company's books and records. Section 301 (c) of the FPA gives the Commission authority to examine the books and records of any person who controls, directly or indirectly, a jurisdictional public utility insofar as the books and records relate to transactions with or the business of such public utility. The approval of this transaction is based on such examination ability.

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 to make a change in status filing as required by Order No. 652, if necessary. In addition, Applicants shall make appropriate filings under section 205 of the FPA, as necessary, 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 cost, or any other matter whatsoever now pending or which may become 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' affiliated qualifying facilities, if any, an appropriate filing for recertification pursuant to 18 C.F.R. section 292.207 (2013) shall be made;

(6) Applicants shall make the appropriate filings under section 205 of the FPA, as necessary, to implement the Proposed Transaction;

(7) Applicants must inform the Commission of any change in circumstances that would reflect a departure from the facts the Commission relied upon in authorizing the Proposed Transaction; and

(8) Applicants shall notify the Commission within 10 days of the date that the disposition of jurisdictional facilities under the Proposed Transaction ha 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-140704-30FurigayJane-4787884 30FurigayJane

Copyright:  (c) 2014 Targeted News Service
Wordcount:  7339

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