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July 12, 2013 Kimberly D. Bose Secretary Federal

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William R. Hollaway, Ph.D. Direct: +1 202.955.8592 Fax: +1 202.530.9654 [email protected] July 12, 2013 VIA EFILING Kimberly D. Bose Secretary Federal Energy Regulatory Commission 888 First Street, NE Washington, DC 20426 Re: Silver Merger Sub, Inc., NV Energy, Inc., Nevada Power Company, and Sierra Pacific Power Company Joint Application for Authorization under Section 203 of the Federal Power Act, Docket No. EC13-___ -000 Dear Secretary Bose: Enclosed for filing please find the joint application (the “Application”) under Section 203 of the Federal Power Act (the “FPA”)1 and Part 33 of the regulations of the Federal Energy Regulatory Commission (the “Commission”)2 of Silver Merger Sub, Inc., NV Energy, Inc., Nevada Power Company, and Sierra Pacific Power Company (collectively, “Applicants”) for authorization under Section 203 of the FPA in connection with the merger transaction described in the Application. Applicants respectfully request that the Commission issue an order authorizing the transaction, without hearing, on or before December 19, 2013 in order to allow the transaction to close in January 2014. In accordance with Section 388.112 of the Commission regulations,3 Applicants seek confidential treatment of the schedules and exhibits to the merger agreement provided in Exhibit I to the Application. The schedules and exhibits contain highly sensitive commercial and financial information that is privileged and confidential and not publicly available. The non- public materials are marked “Contains Privileged Material” and “Do Not Release.” In accordance with Section 33.9 of the Commission’s regulations, Applicants have provided a 1 16 U.S.C. § 824b (2006). 2 18 C.F.R. Pt. 33 (2013). 3 18 C.F.R. § 388.112 (2013). proposed Protective Order, consistent with the Commission’s Model Protective Order as Attachment 2. In addition, Applicants also seek privileged treatment for certain of the workpapers of Julie Solomon of Navigant Consulting that underlie the analysis in her affidavit, which is included in Exhibit J. The workpapers include a proprietary model and confidential, commercially sensitive data, the public disclosure of which would competitively harm Applicants and their affiliates. In addition, Ms. Solomon’s workpapers also include Critical Energy Infrastructure Information (“CEII”). Under separate cover letter, Applicants are concurrently submitting three CD-ROMs: (1) one CD-ROM with the public workpapers supporting Ms. Solomon’s analysis; (2) one CD-ROM with the proprietary and confidential information supporting that analysis, which is marked “Contains Privileged Information – Do Not Release”; and (3) one CD-ROM with the CEII supporting Ms. Solomon’s analysis, which is marked “CEII Materials – Do Not Release.” Thank you for your consideration of this matter. Please do not hesitate to contact me if you have any questions. Respectfully submitted, William R. Hollaway, Ph.D. Brandon C. Johnson Counsel for Silver Merger Sub, Inc. Enclosures cc: Steve P. Rodgers (FERC Staff, Room 91-01) Andrew P. Mosier (FERC Staff, Room 92-29) 2 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Silver Merger Sub, Inc. ) NV Energy, Inc. ) Docket No. EC13-___-000 Nevada Power Company ) Sierra Pacific Power Company ) JOINT APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT Nevada Power Company d/b/a NV Energy (“Nevada Power”) and Sierra Pacific Power Company d/b/a NV Energy (“Sierra Pacific,” and together with Nevada Power, the “NV Energy Utilities”), NV Energy, Inc. (“NVE,” and together with the NV Energy Utilities, the “NV Energy Applicants”), and Silver Merger Sub, Inc. (“Merger Sub”) (collectively, “Applicants”) hereby submit this application (“Application”)1 for the Commission’s approval of the transaction, described in detail below, in which Merger Sub will merge with and into NVE, which will be the surviving corporation, and NVE will then become an indirect, wholly owned subsidiary of MidAmerican Energy Holdings Company (“MidAmerican”), the parent of Merger Sub (the “Transaction”).2 As discussed below and explained in the Affidavits of Julie Solomon of Navigant Consulting (the “Solomon Affidavit”) and Dr. John R. Morris of Economists Incorporated (the 1 This Application is being submitted pursuant to Section 203(a)(1) and 203(a)(2) of the Federal Power Act (“FPA”), 16 U.S.C. §§ 824b(a)(1), 824b(a)(2) (2006), and Part 33 of the regulations of the Federal Energy Regulatory Commission (the “Commission”). 18 C.F.R. Pt. 33 (2013). 2 The Transaction requires approval under various subsections of Section 203(a)(1) of the FPA, 16 U.S.C. § 824b(a)(1)(2006). Specifically, Applicants require approval under FPA Sections 203(a)(1)(A) and 203(a)(1)(B), 16 U.S.C. §§ 824b(a)(1)(A), 824b(a)(1)(B) (2006), for the indirect disposition of jurisdictional facilities and merger that will result from the Transaction. Applicants also request approval under Section 203(a)(2) of the FPA, 16 U.S.C. § 824b(a)(2) (2006), for any holding company acquisition of securities that may be deemed to occur as part of the Transaction. “Morris Affidavit”), each of which is included in Exhibit J hereto, the Transaction meets the Commission’s standards for determining when a transaction is consistent with the public interest. The Transaction also will not result in cross-subsidization of a non-utility associate company or the pledge or encumbrance of utility assets for the benefit of an associate company. The Transaction, when completed, will provide multiple benefits for customers throughout the regions served by MidAmerican and the NV Energy Utilities. First, MidAmerican’s acquisition of NVE will provide the NV Energy Utilities and their customers with increased financial stability and reduced cost of debt. Second, the NV Energy Utilities’ customers will benefit from the shared best practices and expertise associated with being part of MidAmerican. This includes sharing best practices in safety, customer satisfaction, system reliability, and cost containment across all of the MidAmerican platforms. Third, the NV Energy Utilities’ customers will benefit from access to capital to reliably serve customers, including the potential new investments in generation and transmission. Fourth, it will permit MidAmerican to share with the NV Energy Utilities MidAmerican’s expertise from operations in both the Eastern and Western Interconnections, and in organized and non-organized markets. Applicants therefore respectfully submit that the Transaction is in the public interest, and that it should be approved by the Commission, without conducting an evidentiary hearing. Applicants request that the Commission issue an order authorizing the Transaction on or before December 19, 2013. I. DESCRIPTION OF APPLICANTS AND OTHER RELEVANT ENTITIES A. The NV Energy Applicants 1. NV Energy, Inc. NVE, formerly Sierra Pacific Resources, is a Nevada corporation and an investor-owned public utility holding company. In 1999, Sierra Pacific and Nevada Power requested 2 authorization for the merger of Nevada Power into Sierra Pacific Resources, following which Sierra Pacific Resources would be the surviving parent, and Nevada Power would become a wholly owned public utility subsidiary of Sierra Pacific Resources.3 Sierra Pacific Resources later changed its corporate name to “NV Energy, Inc.,” the publicly-traded public utility holding company that now owns Sierra Pacific and Nevada Power. 2. Nevada Power Nevada Power is a Nevada corporation and a wholly owned subsidiary of NVE. Nevada Power is a regulated public utility offering retail and wholesale transmission service in southern Nevada, and is regulated by the Public Utilities Commission of Nevada (“PUCN”) and the Commission. Nevada Power operates the balancing authority area (“BAA”) in southern Nevada (the “Nevada Power BAA” or “NEVP”). The Commission has granted Nevada Power the authority to sell electric energy, capacity, and ancillary services at market-based rates outside of the Nevada Power BAA.4 Nevada Power’s service territory covers approximately 4,500 square miles in southern Nevada, and includes the cities of Las Vegas, North Las Vegas and Henderson. Nevada Power serves about 827,000 retail residential, commercial and industrial customers, and it also makes a very limited amount of wholesale sales under agreements on file with the Commission or under terms of its Commission-granted market-based rate authority. Nevada Power’s peak load in 2012 was 5,761 MW. Nevada Power operates approximately 1,725 miles of high voltage transmission lines (60 kV to 500 kV). Nevada Power provides open access transmission service 3 See Sierra Pac. Power Co., 87 FERC ¶ 61,077 (1999) (order approving transaction). 4 See Sierra Pacific Power Co., 95 FERC ¶ 61,193, reh’g denied, 96 FERC ¶ 61,050 (2001) (“Sierra Pacific”). However, Nevada Power does not make sales in the Sierra Pacific BAA. 3 under the terms of the NV Energy, Inc. Operating Companies’ FERC Electric Tariff, Third Revised Volume No. 1 (the “NV Energy OATT”). 3. Sierra Pacific Sierra Pacific is a Nevada corporation and a wholly owned subsidiary of NVE. Sierra Pacific is a regulated public utility offering retail and wholesale transmission service predominately in northern Nevada, and is regulated by the PUCN and the Commission. Sierra Pacific operates the BAA in northern Nevada (the “Sierra Pacific BAA” or “SPPC”). The Commission has granted Sierra Pacific the authority to sell electric energy, capacity, and ancillary services at market-based rates outside of the Sierra Pacific BAA.5 Sierra Pacific’s service territory covers approximately 42,000 square miles of western, central and northeastern Nevada, including the cities of Reno, Sparks, Carson City, and Elko. Sierra Pacific serves about 324,000 electric retail residential, commercial, and industrial customers, and it also serves various wholesale customers under agreements on file with the Commission. Additionally, Sierra Pacific provides natural gas service to 151,000 customers in an 800 square mile service territory in Nevada’s Reno/Sparks area. Sierra Pacific’s 2012 peak load was approximately 1,646 MW.
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