At its December 10 meeting, the New York Public Service Commission (PSC) approved effective December 15 a proposed transfer of passive ownership in the upstream owner of certain wind developer companies in New York state without declaring the new passive owners electric corporations subject to PSC regulation.
The PSC indicates:
Describing the transaction, the Petitioners explain that EFS II [a wholly-owned subsidiary of General Electric Company (GE), and an affiliate of GE Capital Markets, Inc. (GECM)] will infuse cash-only capital contributions into NEP 2008 [Noble Environmental Power 2008 HoldCo Prime LLC-wholly owned, indirectly, by Noble Environmental Power LLC and the upstream owner of the Noble Companies] in exchange for the acquisition of all Class A membership interest units in NEP 2008. According to the Petitioners, the Class A interests are structured so that their owner can qualify for certain tax benefits and will receive an allocation of the profits from the wind facilities’ operations. The Petitioners emphasize that the Class A interests convey only passive ownership rights, limited to the vetoes and consents necessary for EFS II to protect its economic investment. Following the transfer, the Petitioners continue, EFS II may transfer up to approximately 50% of the Class A interests to GECM, but NEP Environmental will continue to own, indirectly, all of the Class B membership interests in NEP 2008. It is those interests, say the Petitioners, that bestow upon their owner the authority to control the operation of the Noble Companies’ [Noble Altona Wind Park LLC, Noble Chateaugay Wind Park LLC, Noble Wethersfield Wind Park LLC] wind facilities.
PSC CASE No. 08-E-1267 – Noble Altona Wind Park LLC, Noble Chateaugay Wind Park LLC, Noble Wethersfield Wind Park LLC, and EFS Noble Holdings II LLC – Petition For a Declaratory Ruling Regarding the Transfer of Membership Interests and Regulation. Decision, closing the matter, is here.