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Public Version – Priviledged and Confidential Information Has Been Removed Pursuant to 18 C.F.R § 388.112

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Public Version – Priviledged and Confidential Information Has Been Removed Pursuant to 18 C.F.R § 388.112 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 C IMARRON B END W IND P ROJECT I, LLC Megan Beauregard Senior Associate General Counsel [email protected] 978-296-6822 November 2, 2016 BY ELECTRONIC FILING Honorable Kimberly D. Bose Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, D.C. 20426 Re: Cimarron Bend Wind Project I, LLC, LLC EC17-____-000 Cimarron Bend Assets, LLC Joint Application for Authorization Under Section 203 of the Federal Power Act, Request for Expedited Consideration and Confidential Treatment Dear Secretary Bose: Enclosed for filing is the “Joint Application for Authorization Under Section 203 of the Federal Power Act for the Disposition of Jurisdictional Facilities, Request for Expedited Consideration and Confidential Treatment” (the “Application”) which is being submitted on behalf of Cimarron Bend Wind Project, I, LLC (“CB I”) and Cimarron Bend Assets, LLC (“CB Assets,” and together, “Applicants”). Applicants respectfully request confidential treatment of Exhibit I to the Application pursuant to Section 388.112 of the Commission’s Regulations. Exhibit I contains commercial information that is privileged and confidential and not publicly available. Applicant is submitting a confidential, non-public version of this Application marked “CONTAINS PRIVILEGED AND CONFIDENTIAL INFORMATION – DO NOT RELEASE” and a public version of this Application. Pursuant to 18 C.F.R. § 33.9, a proposed protective order and non-disclosure certificate are attached to the filing as Attachment 1. PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 Honorable Kimberly D. Bose Federal Energy Regulatory Commission November 2, 2016 Page 2 Applicants respectfully request expedited review and approval of the Application on or before December 15, 2016. As explained in the Application, the proposed transaction is an equity transaction which is material in financing Applicants’ wind energy project and the associated generator interconnection line owned and operated by CB Assets. Approval by the Commission of this Application on or before December 15, 2016, is important because the proposed transaction may close as early as December 18, 2016, and must close by the end of December 2016 in order for the parties to the proposed transaction to qualify for certain tax treatments available to wind energy generation projects. The Term Sheet included as Confidential Exhibit I to this Application sets forth the terms and conditions that will be included in a definitive agreement pursuant to which Enel Kansas, LLC will sell, and EGPNA Renewable Energy Partners, LLC will purchase 100% of the Class A membership interests in CBI, and indirectly, CB Assets. In accordance with the Commission’s Order No. 642, the undersigned counsel for Applicant hereby certifies that, to the best of her knowledge, the definitive agreement will reflect the terms and conditions contained in the Term Sheet filed herewith in all material respects. Respectfully submitted, /s/ Megan Beauregard Megan Beauregard Counsel for Cimarron Bend Wind Project I, LLC and Cimarron Bend Assets, LLC OHSUSA:766013910.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Cimarron Bend Wind Project I, LLC ) Cimarron Bend Assets, LLC ) Docket No. EC17-___-000 JOINT APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION CONFIDENTIAL VERSION DO NOT RELEASE Megan Beauregard Senior Associate General Counsel Enel Green Power North America, Inc. One Tech Drive, Suite 220 Andover, MA 01810 Tel: (978) 296-6822 [email protected] November 2, 2016 1 OHSUSA:766013910.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Cimarron Bend Wind Project I, LLC ) Cimarron Bend Assets, LLC ) Docket No. EC17-___-000 JOINT APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION Pursuant to section 203(a)(1) of the Federal Power Act (“FPA”)1 and Part 33 of the regulations of the Federal Energy Regulatory Commission (“FERC” or “Commission”),2 Cimarron Bend Wind Project I, LLC (“Cimarron Bend”) and its partially owned subsidiary, Cimarron Bend Assets, LLC (“CB Assets” and together with Cimarron Bend, the “Applicants”), submit this joint application (“Application”) requesting all necessary authorizations for a transaction (the “Transaction”) in which EGPNA REP Wind Holdings, LLC (“REP Wind”) will (1) form a newly-owned subsidiary (“SubCo”) controlled by REP Wind through its ownership of 100% of the controlling Class C membership interests in SubCo; (2) cause SubCo to issue passive classes of membership interests to Enel Green Power North America, Inc., (“Enel NA”) or an affiliate thereof, which also indirectly controls REP Wind, and an affiliate of GE Energy Financial Services, Inc. (“GE EFS”), which also holds a passive interest in REP Wind through an affiliate; (3) cause SubCo to indirectly acquire 100% of the Class A membership interests in Cimarron Bend, and (4) through its ownership of the Class A membership interests in SubCo (which will own the controlling Class A membership interests in Cimarron Bend), indirectly 1 16 U.S.C. § 824b(a)(1). 2 18 C.F.R. Part 33. 2 OHSUSA:766013910.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 acquire partial control over CB Assets. The transaction is structured more specifically as follows: currently, Enel Kansas owns 100% of the membership interests in Cimarron Bend Wind Holdings, LLC (“CB Holdings”). CB Holdings owns 100% of the controlling Class A membership interests in Cimarron Bend Wind Holdings I, LLC (“CB Holdings I”). The passive, non-controlling Class B membership interests in CB Holdings I will be held one hundred percent (100%) in the aggregate by four tax equity investors, in a transaction for which the Section 203 application is pending before the Commission.3 CB Holdings I owns 100% of the membership interests in Cimarron Bend, which, in turn, owns 49% of the membership interests in CB Assets (the remaining 51% of which is owned by affiliates of Enel NA). The managing member of CB Assets, with the right to control on a day-to-day basis is Enel Kansas. It is intended that CB Assets will own a tie line and certain other interconnection assets for use by several wind projects, including Cimarron Bend. In the instant Transaction, SubCo will acquire, from Enel Kansas, one hundred percent (100%) of the membership interests in CB Holdings. CB Holdings will continue to own the Class A membership interests in CB Holdings I, which will continue to own 100% of the direct interests in Cimarron Bend, as well as a partial, indirect interest in CB Assets. As further described herein, REP Wind’s direct parent company is EGPNA Renewable Energy Partners, LLC (“REP”), controlled by affiliates of Enel NA through the ownership of 100% of the controlling Class A membership interests and in which affiliates of GE EFS own 100% of the passive Class B membership interests. Once the acquisition from Enel Kansas is 3 See Cimarron Bend Wind Project I, LLC, et al., Joint Application for Authorization Under Section 203 of the Federal Power Act, Request for Expedited Consideration and Confidential Treatment, Docket No. EC17-15-000 (filed Oct. 17, 2016). 3 OHSUSA:766013910.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 completed, Enel NA will indirectly hold day-to-day control over Cimarron Bend and CB Assets and EFS Green Power Holdings, LLC, an affiliate of GE EFS (“EFS GPH”) will hold indirect passive interests in Cimarron Bend and CB Assets. The Transaction will have no impact on the tax equity investors’ Class B membership interests in CB Holdings I, and the tax equity investors will not change. I. REQUEST FOR EXPEDITED CONSIDERATION Applicants request that the Commission provide for a 21-day comment period4 and further request the issuance of an order approving the Transaction as soon as possible after the comment period expires, but in any event no later than December 15, 2016, which will allow for closing of the Transaction shortly thereafter. Expedited consideration of this Application is warranted under 18 C.F.R. §§ 33.11(b) and (c) of the Commission’s regulations because the Transaction: (1) does not involve a merger; (2) is consistent with Commission precedent; and (3) does not require an Appendix A competitive analysis. In addition, as explained below and in Exhibit M, the Transaction does not raise any cross-subsidization or encumbrance concerns. II. REQUEST FOR CONFIDENTIAL TREATMENT Pursuant to 18 C.F.R. § 388.112(b) of the Commission’s regulations, Applicants request confidential treatment for Exhibit I, which contains the term sheet for the purchase and sale agreement between SubCo and Enel Kansas and the investment in SubCo by an affiliate of GE 4 See Transactions Subject to FPA Sec. 203, Order No. 669, FERC Stats. & Regs. ¶ 31,200 (2005), order on reh’g, Order No. 669-A, FERC Stats. & Regs. ¶ 31,214 at P 155 (2006) (establishing a 21-day comment period for section 203 applications that do not require a detailed Appendix A analysis and that do not raise cross-subsidization concerns), order on reh’g, Order No. 669-B, FERC Stats. & Regs. ¶ 31,225 (2006) (collectively, “Order No. 669”). 4 OHSUSA:766013910.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 EFS in a passive class of membership interests in SubCo.5 The information contained in Exhibit I is commercially sensitive and not publicly available, and disclosure of the information may cause substantial harm or result in a competitive disadvantage to Applicants and other parties.
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