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First Wind DEC 2 2014 FERC App.Pdf

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First Wind DEC 2 2014 FERC App.Pdf 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM 1001 Pennsylvania Avenue, NW, Washington, DC 20004-2595 p202 624-2500 f202 628-5116 PUBLIC VERSION – PRIVILEGED AND CONFIDENTIAL INFORMATION AND PROTECTED MATERIALS HAVE BEEN REMOVED PURSUANT TO 18 C.F.R. § 388.112 December 2, 2014 The Honorable Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, NE Washington, DC 20426 Re: Blue Sky East, LLC Canandaigua Power Partners, LLC Canandaigua Power Partners II, LLC Erie Wind, LLC Evergreen Gen Lead, LLC Evergreen Wind Power, LLC Evergreen Wind Power III, LLC First Wind Energy Marketing, LLC Longfellow Wind, LLC Maine GenLead, LLC Milford Wind Corridor Phase I, LLC Milford Wind Corridor Phase II, LLC Niagara Wind Power, LLC Palouse Wind, LLC Stetson Holdings, LLC Stetson Wind II, LLC Vermont Wind, LLC TerraForm Power, LLC SunEdison, Inc. Docket No. EC15-___000 Dear Ms. Bose: Enclosed for filing is an “Application for Authorization Under Section 203 of the Federal Power Act and Request for Waivers, Confidential Treatment, Expedited Action and Shortened Comment Period” (“Application”) of Blue Sky East, LLC, Canandaigua Power Partners, LLC, Canandaigua Power Partners II, LLC, Erie Wind, LLC, Evergreen Crowell & Moring LLP www.crowell.com Washington, DC New York San Francisco Los Angeles Orange County Anchorage London Brussels DCACTIVE-29907043.1 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM Kimberly D. Bose December 2, 2014 Page 2 Gen Lead, LLC, Evergreen Wind Power, LLC, Evergreen Wind Power III, LLC, First Wind Energy Marketing, LLC, Longfellow Wind, LLC, Maine GenLead, LLC, Milford Wind Corridor Phase I, LLC, Milford Wind Corridor Phase II, LLC, Niagara Wind Power, LLC, Palouse Wind, LLC, Stetson Holdings, LLC, Stetson Wind II, LLC and Vermont Wind, LLC, (collectively, the “First Wind Applicants”), and TerraForm Power, LLC and SunEdison, Inc. (“Buyers” and, collectively with the First Wind Applicants, “Applicants”). Applicants request that the Federal Energy Regulatory Commission (“Commission”) authorize the transactions described in the Application, which consist of changes in the upstream ownership of the First Wind Applicants (the “Transactions”). Request for Expedited Action. For the reasons set forth in the Application, Applicants respectfully request that the Commission establish a twenty-one day comment period for this Application and issue an order granting the requested authorizations by no later than January 12, 2015, to allow for a closing of the Transactions as soon as possible thereafter. The Application qualifies for expedited action under Section 33.11 of the Commission’s regulations1 because the Transactions do not involve a merger or require a competitive screen analysis, are consistent with Commission precedent, and raise no cross-subsidization concerns. Request for Confidential Treatment. Pursuant to Section 388.112 of the Commission’s regulations,2 Applicants respectfully request privileged and confidential treatment for the transaction documents contained in Exhibits I-1 and I-2 because the transaction documents contain sensitive commercial and financial information that is privileged and confidential and not publicly available. The release of such information would cause competitive harm. Thus, Applicants are filing a copy of the Application that contains the confidential and privileged material (Exhibit I) marked “NONPUBLIC VERSION – CONTAINS PRIVILEGED AND CONFIDENTIAL INFORMATION AND PROTECTED MATERIALS– DO NOT RELEASE PURSUANT TO 18 C.F.R. § 388.112” and a copy of the Application with the confidential material redacted, marked “PUBLIC VERSION – PRIVILEGED AND CONFIDENTIAL INFORMATION AND PROTECTED MATERIALS HAVE BEEN REMOVED PURSUANT TO 18 C.F.R. § 388.112.” In accordance with Section 33.8(a) of the Commission’s regulations, Applicants have included a draft protective order as Attachment 2 to this Application.3 118 C.F.R. Part 33 (2014). 218 C.F.R. § 388.112. 318 C.F.R. § 33.8(a). DCACTIVE-29907043.1 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM Kimberly D. Bose December 2, 2014 Page 3 Please contact the undersigned if you have any questions concerning this Application. Thank you for your consideration of this matter. Respectfully submitted, /s/ Adam Wenner _/s/Deborah A. Carpentier_________ Adam Wenner Larry F Eisenstat A. Cory Lankford Deborah A. Carpentier Orrick, Herrington & Sutcliffe LLP Attorneys for First Wind Applicants 1152 15th Street, NW Washington, DC 20005 Attorneys for SunEdison, Inc. and TerraForm Power, LLC DCACTIVE-29907043.1 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM PUBLIC VERSION – PRIVILEGED AND CONFIDENTIAL INFORMATION AND PROTECTED MATERIALS HAVE BEEN REMOVED PURSUANT TO 18 C.F.R. § 388.112 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Blue Sky East, LLC ) Canandaigua Power Partners, LLC ) Canandaigua Power Partners II, LLC ) Erie Wind, LLC ) Evergreen Gen Lead, LLC ) Evergreen Wind Power, LLC ) Evergreen Wind Power III, LLC ) First Wind Energy Marketing, LLC ) Longfellow Wind, LLC ) Docket No. EC15-___-000 Maine GenLead, LLC ) Milford Wind Corridor Phase I, LLC ) Milford Wind Corridor Phase II, LLC ) Niagara Wind Power, LLC ) Palouse Wind, LLC ) Stetson Holdings, LLC ) Stetson Wind II, LLC ) Vermont Wind, LLC ) TerraForm Power, LLC ) SunEdison, Inc. ) Application for Authorization Under Section 203 of the Federal Power Act and Request for Waivers, Confidential Treatment, Expedited Action and Shortened Comment Period Pursuant to Section 203(a)(1) of the Federal Power Act (“FPA”)1 and Part 33 of the Federal Energy Regulatory Commission’s (“Commission”) regulations,2 Blue Sky East, LLC (“Blue Sky East”), Canandaigua Power Partners, LLC (“CPP”), 116 U.S.C. § 824b(a)(1). See infra note 3 for discussion of FPA § 203(a)(2) authorization. 218 C.F.R. Part 33. DCACTIVE-29907043.1 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM Canandaigua Power Partners II, LLC (“CPP II”), Erie Wind, LLC (“Erie”), Evergreen Gen Lead, LLC (“Evergreen Gen Lead”), Evergreen Wind Power, LLC (“EWP”), Evergreen Wind Power III, LLC (“EWP III”), Niagara Wind Power, LLC (“Niagara”), Stetson Holdings, LLC (“Stetson Holdings”), Stetson Wind II, LLC (“Stetson II”), Vermont Wind, LLC (“Vermont” and collectively with Blue Sky East, CPP, CPP II, Erie, Evergreen Gen Lead, EWP, EWP III, Niagara, Stetson Holdings, and Stetson II, the “JV Applicants”), First Wind Energy Marketing, LLC (“FWEM”), Longfellow Wind, LLC (“Longfellow”), Maine GenLead, LLC (“Maine GenLead”), Milford Wind Corridor Phase I, LLC (“Milford I”), Milford Wind Corridor Phase II, LLC (“Milford II”) and Palouse Wind, LLC (“Palouse” and collectively with FWEM, Longfellow, Maine GenLead, Milford I, Milford II, and the JV Applicants, the “First Wind Applicants”), TerraForm Power, LLC (“TerraForm”) and SunEdison, Inc. (“SunEdison” and collectively with TerraForm, the “Buyers” and collectively with the First Wind Applicants, the “Applicants” and each an “Applicant”) request authorizations necessary to enable certain upstream changes in control, as follows: (1) The JV Applicants request authorization for a change in control of their upstream ownership that will result from First Wind Holdings, LLC (“First Wind Holdings”), which currently indirectly owns 51% of the voting securities of the JV Applicants, acquiring the remaining 49% of the voting securities of the JV Applicants, which are currently indirectly owned by Emera Incorporated (the “JV Buyout”). (2) The First Wind Applicants request authorization for a change in upstream ownership that will result from wholly owned subsidiaries of the Buyers acquiring all of the indirect voting securities of each of 2 DCACTIVE-29907043.1 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM the First Wind Applicants that are owned by First Wind Holdings (the “SunEdison Transaction” and with the JV Buyout, the “Transactions” and each a “Transaction”). Closing of the SunEdison Transaction is conditioned on the JV Buyout closing. The Transactions are more fully described in Section III.3 The First Wind Applicants require authorization under FPA § 203(a)(1)(A) for the Transactions because the Transactions include changes in control over the FPA-jurisdictional facilities owned or controlled by the First Wind Applicants. As explained in Section IV below, the Transactions are consistent with the public interest because they will not have an adverse effect on competition, rates or regulation, nor will they raise any cross-subsidization concerns. Applicants respectfully request that the Commission establish a twenty-one day comment period for this Application and issue an order granting the requested authorizations by no later than January 12, 2015, to allow for a closing of the Transactions as soon as possible thereafter. The Application qualifies for expedited action under Section 33.11 of the Commission’s regulations4 because the 3Because the JV Buyout involves the transfer and acquisition of voting securities of various electric utility companies by one or more holding companies (as described in Section III.A.), authorization under FPA § 203(a)(2) is required. However, First Wind Holdings (and its subsidiaries that will directly and indirectly acquire the voting securities of the JV Applicants qualify for blanket authorization under 18 C.F.R. § 33.1(c)(8) because each is a holding company solely with respect to exempt wholesale generators (“EWG”), qualifying small power production facilities (“QF”) and/or foreign utility companies (“FUCO”). In addition, because each of the Buyers is a “holding company” within the meaning of FPA § 203(a)(2), the SunEdison Transaction requires authorization under FPA § 203(a)(2). However, the Buyers qualify for blanket authorization under 18 C.F.R. § 33.1(c)(8) because each is and will continue to be a holding company solely with respect to EWGs, QFs and FUCOs. 418 C.F.R. § 33.11(c)(2). 3 DCACTIVE-29907043.1 20141202-5133 FERC PDF (Unofficial) 12/2/2014 2:00:40 PM Transactions involve upstream changes in control, do not involve a merger or require a competitive screen analysis, are consistent with Commission precedent, and raise no cross-subsidization concerns.
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