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
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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
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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
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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
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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
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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.
Applicants are electronically filing confidential and public versions of this Application and ask that the confidential version be placed in the Commission’s non-public files. Applicants understand that the Commission staff will notify them in advance of any public disclosure of any information contained in Exhibit I.
Any questions concerning this request for confidential treatment should be directed to the following individual:
Megan Beauregard Enel Green Power North America, Inc. Senior Associate General Counsel 1 Tech Drive, Ste 220 Andover, MA 01810 Tel: 978-296-6811 Fax: 978-681-7727 [email protected]
As required by the Commission’s regulations,6 Applicants have included as Attachment
1 to this Application a proposed protective order under which parties to the proceeding will be able to review the information for which privileged treatment is sought. The proposed form of protective order is identical to the Commission’s Model Protective Order.
5 As required by Order No. 642, Applicants’ counsel has certified in the filing letter that, to the best of her knowledge, the final agreements will reflect the terms and conditions contained in the provided term sheet in all material respects. See Order No. 642 infra note 8 at 31,877. 6 See 18 C.F.R. § 33.8. 5 OHSUSA:766013910.1
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III. DESCRIPTION OF THE APPLICANTS AND RELATED PARTIES
A. Applicants
1. Cimarron Bend Wind Project I, LLC, Cimarron Bend Wind Holdings
I, LLC and Cimarron Bend Wind Holdings, LLC
Cimarron Bend is a Delaware limited liability company with its principal place of business in Andover, Massachusetts. Cimarron Bend owns a wind power project with a nameplate rating of approximately 200 MW currently under development, which will be located in Clark County, Kansas (the “Cimarron Bend Project”). The Cimarron Bend Project, which will be located within the Sunflower Electric Power Corporation (“Sunflower”) service territory within the Balancing Area Authority (“BAA”) of the Southwest Power Pool (“SPP”), is expected to begin testing during late November 2016 and is expected to be completed during December 2016. Cimarron Bend’s sole business will be the ownership and operation of the Cimarron Bend Project. Cimarron Bend has filed an application for market-based rate authority7 and has filed a notice of its status as an exempt wholesale generator.8 Cimarron Bend is committed to sell the Cimarron Bend Project’s entire 200 MW output under a 15-year power purchase agreement with a non-affiliate, Google Energy, LLC. Cimarron Bend will not directly own any transmission facilities, other than limited interconnection facilities consisting of low-voltage collector lines that connect the Cimarron Bend Project’s wind turbine generators to a project substation. From the project substation, the Cimarron Bend Project will
7 See Cimarron Bend Wind Project I, LLC, Application for Order Accepting Market-Based Rate Tariff, Granting Requests for Waivers and Blanket Authority, and a Request for Waiver of Prior Notice Requirement, Docket No. ER16-2653-000 (filed Sept. 23, 2016). 8 See Cimarron Bend Wind Project I, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG16-130-000 (filed July 26, 2016); Cimarron Bend Wind Project I, LLC, Amended Notice of Self- Certification of Exempt Wholesale Generator Status, Docket No. EG16-130-000 (filed Sept. 6, 2016); McHenry Battery Storage, LLC, Docket No. EG16-126-000, et al., Notice of Effectiveness of Exempt Wholesale Generator Status (Oct. 5, 2016). 6 OHSUSA:766013910.1
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interconnect with the SPP-controlled grid using generator interconnection facilities that are owned and operated by Cimarron Bend’s partially-owned subsidiary, CB Assets. One hundred percent (100%) of Cimarron Bend’s membership interests are owned by CB Holdings I, a Delaware limited liability company. All of the Class A membership interests in CB Holdings I are owned by CB Holdings. CB Holdings is currently designated as the Managing Member that has the right to control CB Holdings I, and indirectly to control Cimarron Bend and CB Assets on a day-to-day basis. CB Holdings is currently wholly owned and controlled by Enel Kansas, LLC (“Enel Kansas”). Enel Kansas is wholly owned
by Enel NA. Enel NA is a Delaware corporation and a wholly-owned subsidiary of Enel Green Power SpA, an Italian company, which is a wholly- owned subsidiary of Enel S.p.A., an Italian joint-stock company. Enel NA’s principal business is owning, operating, and developing hydroelectric and renewable energy generation facilities throughout the United States and Canada. Cimarron Bend has filed an application before the Commission seeking approval to authorize certain tax equity investors to acquire the Class B interests in Cimarron Bend. 9 The Proposed Transaction will have no effect on the tax equity transaction.
2. Cimarron Bend Assets, LLC CB Assets, a Delaware limited liability company, also has its principal place of business in Andover, Massachusetts. CB Assets owns a generation tie line and certain other equipment (the “Interconnection Line”) currently under development that it will use solely to transmit power from the project substations associated with the Cimarron Bend Project and at least one, but not more than two other affiliated wind projects under development, for delivery to the point of interconnection with the SPP-controlled transmission grid. CB Assets will
9 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). 7 OHSUSA:766013910.1
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deliver the Cimarron Bend Project’s output to the SPP-controlled transmission system pursuant to the Shared Facilities Agreement among Cimarron Bend, Cimarron Bend Wind Project II, LLC (“CBII”), Cimarron Bend Wind Project III, LLC (“CBIII”), Enel Kansas and CB Assets.10 CB Assets has filed with the Commission a notice of its status as an exempt wholesale generator.11 Forty-nine (49%) percent of CB Assets membership interests are owned by Cimarron Bend, and forty-nine percent (49%) of CB Assets’ membership interests are owned by CB II, which is owned by Enel Kansas. One percent (1%) of CB Assets’ membership interests is owned by CBIII, a Delaware limited liability company, which is wholly owned by Enel Kansas; and one percent (1%) is owned directly by Enel Kansas. Enel Kansas is the managing member of CB Assets, with the right to control it on a day-to-day basis, in accordance with the shared facilities agreement.12
B. EGPNA Renewable Energy Partners, LLC (“REP”)
REP is a Delaware limited liability company, with its principal place of business in
Andover, Massachusetts. REP’s membership interests are divided into two classes: (1)
controlling Class A membership interests, and (2) passive Class B membership interests.
Currently, EGPNA REP Holdings, LLC, a Delaware limited liability company and a direct subsidiary of Enel NA (“REP Holdings”) owns 100% of the Class A membership interests in
REP, and EFS GPH owns 100% of the Class B membership interests in REP. Enel NA and EFS
GPH have agreed that EFS GPH will purchase additional passive Class B membership interests
in REP, approval for which is currently pending at the Commission (the “Additional Purchase
10 See Cimarron Bend Assets, LLC, Filing of Shared Facilities Agreement, Docket No. ER17-25-000 (filed Oct. 5, 2016). 11 See Cimarron Bend Assets, LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG16-154-000 (filed Sept. 20, 2016). 12 See supra n10 8 OHSUSA:766013910.1
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Transaction”). 13 REP’s sole business is the ownership and operation of renewable energy
generation facilities throughout the United States and Canada.
Following the Transaction (consummation of which is subject to Commission approval of
the Additional Purchase Transaction), REP will indirectly control Applicants.
C. EGPNA REP Wind Holdings, LLC
REP Wind is a Delaware limited liability company, with its principal place of business in
Andover, Massachusetts. REP Wind is a wholly-owned subsidiary of REP. REP Wind’s sole business is the ownership and operation of renewable energy generation facilities in the United
States and Canada.
D. SubCo
SubCo will be a Delaware limited liability company, with its principal place of business in Andover, Massachusetts. SubCo’s controlling membership interests will be owned by REP
Wind and passive classes of membership interests are intended to be issued to Enel NA and an affiliate of GE EFS. The Manager of SubCo with the right to control its day to day decision making will be Enel NA, or a wholly owned and controlled subsidiary thereof.
D. Other Enel Green Power North America, Inc.-Affiliated Generation
A complete listing of the U.S. energy assets of Enel NA and its affiliates, including
Cimarron Bend, and those currently owned indirectly by REP, is contained in Exhibit B-1 to this
Application.
13 See Enel Cove Fort, LLC, et al., Application for Authorization Under Section 203 of the Federal Power Act and Request for Expedited Action, Docket No. EC17-9-000 (filed Oct. 12, 2016). The instant Transaction is independent of the purchase of the additional passive Class B membership interests described in the Application and no change of control of REP is contemplated pursuant to the Application. 9 OHSUSA:766013910.1
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F. EFS Green Power Holdings, LLC and General Electric Company Affiliates
EFS GPH is a wholly-owned subsidiary of EFS Renewable Holdings, LLC (“EFS
Holdings”). EFS Holdings is a wholly-owned subsidiary of Aircraft Services Corporation
(“ASC”). ASC is owned 26.89% by Retailer Credit Services, Inc., 12.67% by EFS-L INC.,
12.67% by SFG XXVII Inc., 12.67% by FULL SERVICE LEASING CORP., and 35.10% by
GE Capital US Holdings, Inc. (“GECUS”). Each of Retailer Credit Services, Inc., EFS-L, INC.,
SFGXXVII INC. and FULL SERVICE LEASING CORP. is owned 100% by GECUS. GECUS
is owned 100% by GE Capital Global Holdings, LLC, which is itself owned 100% by General
Electric Company (“GE”).
Through its subsidiaries, GE is a passive owner of, and investor in, a number of
generating facilities in the United States. GE’s interests in each of these facilities is pursuant to a
lease or similar passive ownership arrangement whereby a subsidiary of GE or a financing
institution either (a) holds title to the facility for the benefit of GE and leases the facility to
another entity, or (b) holds some other non-jurisdictional interest in the facility, but does not
directly or indirectly make or manage any sale of power or transmission service associated with
the facility.
In particular, GE holds four types of passive ownership in generating facilities:
i. lease interests, where a GE affiliate acts as a passive lessor in sale/leaseback
arrangements;
ii. tax equity interests, which are a separate class of securities, with only limited
consent rights and rights to remove the general partner/managing member for
10 OHSUSA:766013910.1
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cause under the applicable limited partnership agreement or limited liability
company agreement;
iii. limited partnership or non-managing limited liability company interests, where a
GE affiliate holds a majority interest in the investment, but has limited consent
rights and rights to remove the general partner/managing member under the
applicable limited partnership agreement or limited liability company agreement;
and
iv. limited partnership or non-managing limited liability company interests, where a
GE affiliate has a minority investment and the majority partner controls operation
of the partnership or company.
In each case, the lessee or owner-manager, and not a GE affiliate, has control over the management, operation, and maintenance of the facility, and in each case, except where the facility is a qualifying cogeneration facility or a small power production facility that is exempt from FPA regulation under PURPA, the lessee or project company controlled by the owner- manager is the “public utility” subject to the Commission’s jurisdiction. Neither GE nor any of its affiliates is a public utility with a franchised electric service territory in the United States.
EFS Holdings is affiliated with Linden VFT, LLC (“Linden VFT”), which owns a
merchant transmission facility in Linden, New Jersey and New York, New York (the “VFT
Facility”).14 The VFT Facility connects the PJM Interconnection, L.L.C. (“PJM”) and New
York Independent System Operator, Inc. (“NYISO”) service territories making use of certain
controllable transmission equipment which Linden VFT either owns or has a right to use under a
14 Linden VFT, LLC, 119 FERC ¶ 61,066, order granting clarification, 120 FERC ¶ 61,242 (2007). 11 OHSUSA:766013910.1
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contract with Cogen Technologies Linden Venture, L.P. (“Linden Cogen”).15 PJM has
operational control of the VFT Facility, and transmission service over the VFT Facility is
provided under the merchant transmission provisions of PJM’s Open Access Transmission Tariff
(“OATT”).16 All of the transmission capacity on the VFT Facility is committed to non-affiliated
customers, except as purchased on the PJM Open Access Same-Time Information System
(“OASIS”) pursuant to protocols established by PJM and NYISO.17 Aside from GE’s interest in
Linden VFT, neither GE nor any of its affiliates owns or controls any transmission facilities in
the United States, other than the limited interconnection facilities required to connect individual
generating facilities to the transmission grid, each of which qualifies for the blanket waivers
provided by Order No. 807 from the Commission’s regulations concerning the obligation to file
an OATT under Order Nos. 888 and 890,18 as well as the waivers from the obligation to establish
and maintain an OASIS system,19 and the Commission’s “Standards of Conduct” for
15 In addition to three variable frequency transformers, the VFT Facility comprises a total of approximately 1,300 feet of 230 kV and 345 kV transmission cables between its interconnection point with PJM and its point of connection with the transmission facilities that Linden Cogen constructed and operates to connect its generation units 1-5 to the transmission facilities of Consolidated Edison Company of New York, Inc. located in Staten Island, New York. Id. 16 In accordance with the Commission’s order, transmission service on the VFT Facility is provided under the merchant transmission provisions of PJM’s OATT, and PJM has operational control over the VFT Facility. Linden VFT, LLC, 119 FERC ¶ 61,066 at P 18. 17 Linden VFT has sold all of its transmission capacity through May 2018 to customers pursuant to a Commission approved open season process. 18 See Open Access and Priority Rights on Interconnection Customer’s Interconnection Facilities, Order No. 807, FERC Stats. & Regs. ¶ 31,367 at P 57 (2015) (“Order No. 807”); Promoting Wholesale Competition Through Open Access Non-Discriminatory Transmission Services by Public Utilities; Recovery of Stranded Costs by Public Utilities and Transmitting Utilities, Order No. 888, FERC Stats. & Regs. ¶ 31,036 (1996) (“Order No. 888”), order on reh’g, Order No. 888-A, FERC Stats. & Regs. ¶ 31,048, order on reh’g, Order No. 888-B, 81 FERC ¶ 61,248 (1997), order on reh’g, Order No. 888-C, 82 FERC ¶ 61,046 (1998), aff’d in relevant part sub nom. Transmission Access Policy Study Group v. FERC, 225 F.3d 667 (D.C. Cir. 2000), aff’d sub nom. New York v. FERC, 535 U.S. 1 (2002); Preventing Undue Discrimination and Preference in Transmission Service, Order No. 890, FERC Stats. & Regs. ¶ 31,241 (“Order No. 890”), order on reh’g, Order No. 890-A, FERC Stats. & Regs. ¶ 31,261 (2007), order on reh’g, Order No. 890-B, 123 FERC ¶ 61,299 (2008), order on reh’g, Order No. 890-C, 126 FERC ¶ 61,228 (2009), order on clarification, Order No. 890-D, 129 FERC ¶ 61,126 (2009); 18 C.F.R. § 35.28 (2015). 19 Open Access Same-Time Information System and Standards of Conduct, Order No. 889, FERC Stats. & Regs. ¶ 31,035 (1996) (“Order No. 889”), order on reh’g, Order No. 889-A, FERC Stats. & Regs. ¶ 31,049, reh’g denied, Order No. 889-B, 81 FERC ¶ 61,253 (1997); 18 C.F.R. Part 37 (2016). 12 OHSUSA:766013910.1
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transmission providers.20 In addition, neither GE nor any of its affiliates is a public utility that
has a franchised electric service territory in the United States.
Finally, several affiliates of GE have non-passive interests in generating facilities in
various regions of the United States. These include the following entities within the geographic
markets in which there is an overlap with generation facilities owned by REP,21 (i.e., PJM, ISO
New England Inc. (“ISO-NE”) and California Independent System Operator Corporation
(“CAISO”)): GE affiliates that own and control PJM generation facilities:
a. Birchwood Power Partner L.P. – 258.3 MW (nameplate) b. EFS Parlin Holdings LLC – 135 MW (nameplate) c. Homer City Generation, L.P. – 2,012 MW (nameplate)
2. GE affiliates that own and control ISO-NE generation facilities:
a. Altresco Lynn, Inc.22 – 28.6 MW (seasonal) b. Somersworth Hydroelectric Facility – 2.1 MW (nameplate)
3. GE affiliates that own and control CAISO generation facilities:
a. Inland Empire Energy Center LLC – 690 MW (nameplate) b. Russell City Energy Company, LLC – 615 MW (seasonal) c. Solar Partners I, LLC23 - 133.4 MW (nameplate) d. Solar Partners II, LLC – 126 MW (nameplate) e. Solar Partners VIII, LLC – 133.4 MW (nameplate)
20 18 C.F.R. Part 385 (2016). 21 Enel Cove Fort, LLC, Enel Stillwater, LLC, EGP Stillwater Solar, LLC, Origin Wind Energy, LLC, Chisholm View Wind Project, LLC, Prairie Rose Wind, LLC, Prairie Rose Transmission, LLC and Goodwell Wind Project, LLC as well as 335 MW of QF projects. 22 Altresco Lynn, Inc. and Somersworth Hydroelectric Facility own and operate QFs that qualify for the exemption from Section 205 of the FPA, including the Commission’s market-based rate requirements thereunder. Accordingly, Altresco Lynn, Inc. and Somersworth Hydroelectric Facility have been omitted from the attached asset appendix in accordance with the Commission’s guidance in Order No. 816. See Refinements to Policies and Procedures for Market-Based Rates for Wholesale Sales of Elec. Energy, Capacity and Ancillary Servs. by Pub. Utils., Order No. 816, 153 FERC ¶ 61,065, at P 255 (2015). 23 EFS disclaims control of Solar Partners I, LLC, Solar Partners II, LLC and Solar Partners VIII, LLC (collectively, the “Ivanpah Entities”); they are included in an excess of caution due to certain board positions held by an affiliate of EFS in upstream owners of the Ivanpah Entities (See Docket No. EC16-144-000). 13 OHSUSA:766013910.1
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f. Wind Energy Prototypes, LLC – 1.7 MW (nameplate)24
A listing of GE’s energy subsidiaries and affiliates is contained in Exhibit B-2 of this
Application. (As noted, Exhibit B-2 does not include QFs that are exempt from Sections 205 and
206 of the FPA and accordingly do not have market-based rates.)
IV. DESCRIPTION OF THE TRANSACTION
In the Transaction, Enel Kansas will transfer indirect controlling membership interests in
Cimarron Bend and its partial interest in CB Assets to SubCo, which is in turn controlled by
REP. REP, although indirectly controlled by Enel NA, has also issued passive membership
interests to EFS GPH. Through its interest in REP, EFS GPH will acquire an indirect, passive
interest in Applicants. The Commission has already determined that EFS GPH’s interest in REP
is passive and non-controlling.25 EFS GPH will maintain its passive interests and have no day-to-
day control over REP or any of its subsidiaries.26 The day-to-day control and management of
Applicants will continue to be performed by an entity wholly owned by Enel NA as the managing member of REP.27
Including the instant Application, there are five transactions pending before the
Commission that affect (or will affect) Applicants. The first transaction is the tax equity
transaction wherein 100% of the passive Class B interests in CB Holdings I will be transferred to
24 Wind Energy Prototypes, LLC owns and operates a QF that qualifies for the exemption from Section 205 of the FPA, including the Commission’s market-based rate requirements thereunder. Accordingly, Wind Energy Prototypes, LLC has been omitted from the attached asset appendix in accordance with the Commission’s guidance in Order No. 816. See supra note 16. 25 See 150 FERC ¶ 62,167 (2015). 26 See supra n 11. 27 All of the non-passive equity interests in REP Wind’s parent company, EGPNA Renewable Energy Partners, LLC, will be indirectly held by Enel NA, through its ownership of 100% of the Class A Membership Interests; EFS GPH’s equity interest, through its ownership of 100% of the Class B Membership Interests, will be passive. 14 OHSUSA:766013910.1
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the tax equity investors.28 The second transaction is the Additional Purchase Transaction, which will not change the passive nature of EFS GPH’s interests.29 The third transaction is the subject
of an application pending before the Commission to approve the indirect acquisition of upstream
interests in Lindahl Wind Project, LLC (“Lindahl”) on substantially similar terms as set forth
herein, which has also been filed with the Commission today (“Lindahl Application”). Lindahl
is developing an approximately 150 MW wind project in Williams County, North Dakota. The
references to “Subco” in this Application and in the Lindahl Application are references to the
same company. Accordingly, SubCo will indirectly hold upstream interests in Lindahl,
Cimarron Bend and CB Assets. The fourth transaction is the subject of an application pending before the Commission whereby 100% of the passive Class B membership interests in Lindahl will be sold to a tax equity investor.30 The fifth transaction will be the Transaction before the
Commission in this Application.
The jurisdictional facilities of the Applicants involved in the Transaction consist of (1)
Cimarron Bend’s market-based rate tariff and rate schedules, the long-term power purchase agreement under which Cimarron Bend will sell electric power, (2) the Interconnection Line owned by CB Assets, and (3) associated books, records, and accounts associated with the wholesale sale of electric energy by Cimarron Bend.
V. THE TRANSACTION IS CONSISTENT WITH THE PUBLIC INTEREST
Commission approval under section 203 of the FPA requires a finding that the
28See supra note 8. 29 See Enel Cove Fort, LLC, et al., Application for Authorization Under Section 203 of the Federal Power Act and Request for Expedited Action, Docket No. EC17-9-000 (filed on Oct. 12, 2016). 30 See Lindahl Wind Project, LLC, Application for Authorization Under Section 203 of the Federal Power Act, Request for Expedited Consideration and Confidential Treatment, Docket No. EC17-16-000 (filed on Oct. 17, 2016). 15 OHSUSA:766013910.1
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Transaction will be consistent with the public interest.31 In determining whether a proposed disposition of jurisdictional facilities is consistent with the public interest, the Commission considers four factors: (1) the effect on competition; (2) the effect on rates; (3) the effect on regulation; and (4) whether the proposed transaction will result in cross-subsidization of non- utility associate companies or pledge or encumbrance of utilities for the benefit of associate companies.32 As demonstrated below, the Transaction is consistent with the public interest under these criteria as outlined by the Commission in its regulations, the Merger Policy Statement,33 the
section 203 Supplemental Policy Statement,34 and Order No. 669,35 and warrants expedited
approval without the need for further hearing.
FPA Section 203(a)(4) instructs the Commission to approve jurisdictional transactions
that are “consistent with the public interest,” the analysis for which is set forth in the
Commission’s applicable Orders and Policy Statements.36 The Merger Policy Statement
provides that in determining whether a proposed change in upstream ownership of jurisdictional
facilities is consistent with the public interest,37 the Commission shall consider whether the
transaction will have any adverse effects on (1) competition, (2) rates, or (3) regulation.38
31 See 16 U.S.C. § 824b(a)(4). 32 See 18 C.F.R. § 2.26. 33 Inquiry Concerning the Comm’n’s Merger Policy Under the Fed. Power Act: Policy Statement, Order No. 592, FERC Stats. & Regs. ¶ 31,044 (1996), recons. denied, Order No. 592-A, 79 FERC ¶ 61,321 (1997) (“Merger Policy Statement”) (codified at 18 C.F.R. pt. 2.26). 34 Supplemental Policy Statement, supra note 20. 35 Order No. 669, supra note 6. 36 Order No. 669, et seq., supra note 6; Revised Filing Requirements Under Part 33 o/the Commission’s Regulations, Order No. 642, FERC Stats. & Regs. ¶ 31,111 at 31,876-77 (2000), order on reh’g, Order No. 642-A, 94 FERC ¶ 61,289 (2001) (codified at 18 C.F.R. Part 33) (“Order No. 642”); Merger Policy Statement, supra note 5; Supplemental Policy Statement, supra note 4. 37 Merger Policy Statement, supra note 25; Order No. 592-A, 79 FERC ¶ 61,321 (1997). 38 Order No. 642 et seq., supra note 28. 16 OHSUSA:766013910.1
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Consistent with the Commission’s applicable Policy Statements,39 the requirements established in the Energy Policy Act of 2005 and Order No. 669, et seq.,40 this Application, inclusive of its
exhibits, shows that the indirect transfer of Applicants’ jurisdictional facilities will have no
adverse effects on competition, rates, or regulation, and will not result in cross-subsidization.
The Application includes all information and exhibits required by Part 33 of the Commission’s
regulations, Order No. 642,41 and Order No. 669, except to the extent that Applicants have requested waiver of or are afforded safe harbor from those requirements. As demonstrated below, an examination of the appropriate criteria demonstrates that the Transaction is fully consistent with the public interest and should be approved.
A. The Transaction Will Not Have an Adverse Effect on Competition
In analyzing a transaction’s effects on competition, the Commission generally focuses on
whether the transaction will result in higher prices or reduced output in electricity markets,
which may occur if the merged entity is able to exercise market power, either alone or in
coordination with other firms.42 The Commission uses competitive analysis screens that help to
identify proposed transactions that are unlikely to present such competitive concerns.43
Applicants maintain that the Transaction will not result in higher prices or reduced output
in electricity markets, and the filing of competitive analysis screens is unnecessary to reach that
conclusion. The Transaction does not raise any horizontal market power concerns. The full
output of the Cimarron Bend Project is currently committed to a non-affiliated purchaser under a
39 Merger Policy Statement, supra note 25; Supplemental Policy Statement, supra note 4. 40 See Order No. 669, et seq., supra note 2. 41 Order No. 642, et seq., supra note 28. 42 18 C.F.R. § 2.26; see also Order No. 642, id. 43 Order No. 642, supra note 28 at 31,879 & 31,903. 17 OHSUSA:766013910.1
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long-term agreement, and the Transaction will have no effect on this arrangement. The
Commission has found that a proposed transaction has no adverse effect on competition when
the output of a generating facility is fully committed under long-term agreements.44 The
Commission has already considered Enel NA’s and its direct and indirect subsidiaries’
controlling interests in Applicants in determining that Applicants lack horizontal market power.45
The Transaction (which will result in REP, an entity controlled by Enel NA, controlling the
Applicants) does not alter those findings.
Additionally, the Transaction does not raise any vertical market power concerns. Here,
none of the Applicants nor their affiliates owns or controls transmission facilities in the same
market as the Cimarron Bend Project, except for the limited equipment necessary to connect
individual generating facilities to the transmission grid. With respect to CB Assets, the
Interconnection Line is a limited and discrete transmission facility used only to deliver the output
from the Cimarron Bend Project to the purchaser, and, as a result, the Transaction will have no
effect on vertical market power. The Commission has already considered Enel NA’s, and its
direct and indirect subsidiaries’ controlling interests in Applicants in determining that Applicants
lack vertical market power.46 The Transaction (which will result in REP, an entity controlled by
Enel NA, controlling the Applicants) does not alter the Commission’s conclusions. Therefore,
there is no issue of vertical market power arising from the Transaction.
44 See Gen. Elec. Capital Corp., 115 FERC ¶ 62, 024 (2006); Duquesne Light Holdings, 117 FERC ¶ 61,326 (2006); Nev. Sun-Peak LP, 97 FERC ¶ 62,017 (2001). 45 Prairie Rose Wind, LLC, Docket No. ER12-2542 at P 2 (2012) (unpublished letter order); Prairie Rose Wind LLC, 153 FERC ¶ 62,252 Docket No. ER16-23 (issued Dec. 30, 2015). 46 Id. 18 OHSUSA:766013910.1
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Applicants respectfully request waiver of the requirement to submit horizontal and
vertical competitive analyses, given the representations above. Because the Transaction raises
no horizontal or vertical market power concerns, the Transaction will not adversely affect
competition.47
B. The Transaction Will Have No Effect on Rates
The Transaction will not have any effect on the rates charged to either wholesale sales or
transmission service customers. Following the Transaction, all jurisdictional wholesale sales of
electric energy by Cimarron Bend will continue to be made at market-based rates authorized by the Commission. The Commission has previously ruled that market-based wholesale power sales do not raise concerns about a transaction’s possible adverse effect on rates.48 CB Assets
does not charge any rate for service over its transmission facilities. Rather, users of CB Assets’
shared transmission facilities reimburse CB Assets or the shared facilities manager, as
applicable, pursuant to a shared facilities agreement on file with the Commission.49 The
Transaction will not affect the terms or conditions of service under CB Assets’ shared facilities
agreement.
C. The Transaction Will Have No Effect on Regulation
The Transaction will have no effect on the Commission’s regulation of the jurisdictional
47 See, e.g., Noble Clinton Windpark I, LLC, 121 FERC ¶ 62,164 (2007) (finding that the transfer of a 100.5 MW wind-powered generating facility, the output of which was to be sold under power purchase contracts or into NYISO markets, did not adversely affect competition because the transfer involved a de minimis share of generation in the relevant market, raising no horizontal market concerns, and because none of the Applicants owned transmission facilities or other inputs to power generation, raising no vertical market concerns). 48 See, e.g., Ameren Energy Generating Co., 145 FERC ¶ 61,034 at PP 83-88 (2013). In addition, the open access transmission tariff maintained by RH Sub’s affiliate, Linden VFT, LLC, is not involved in, and will be unaffected by, the Transaction. 49 See Cimarron Bend Assets, LLC, Filing of Shared Facilities Agreement, Docket No. ER17-25-000 (filed Oct. 5, 2016). 19 OHSUSA:766013910.1
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activities of the Applicants or their affiliates. All jurisdictional wholesale power sales and
transmission service by the Applicants and their affiliates will remain subject to the jurisdiction
of the Commission. Additionally, the Transaction will have no effect on state commission
regulation and does not require approval from any state regulatory agency. Therefore, the
proposed Transaction will have no effect on regulation for purposes of the public interest
determination by the Commission under FPA section 203.50
D. The Transaction Will Not Result in Cross-Subsidization, Pledge, or Encumbrance of Utility Assets
Under the amendments to section 203 implemented by the Energy Policy Act of 2005, the Commission “shall approve” a proposed transaction that is otherwise consistent with the public interest “if it finds that the proposed transaction . . . 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, unless . . . the cross-subsidization, pledge, or encumbrance will be consistent with the public interest.”51
In Order Nos. 669, 669-A, and 669-B, the Commission identified a four-factor test that applicants must satisfy in order to address the concerns identified in section 203 regarding any possible cross-subsidization, pledge, or encumbrance of utility assets associated with the proposed transaction.52 Under this test, the Commission examines whether a proposed transaction, at the time of the transaction or in the future, will result in:
(1) transfers of facilities between a traditional utility associate company with wholesale or retail customers served under cost-based regulation and an associate company;
50 See 18 C.F.R. § 2.26(e). 51 FPA § 203(a)(4), 16 U.S.C. § 824b(a)(4). 52 Order No. 669, FERC Stats. & Regs. ¶ 31,200 at P 169; Order No. 669-A, at P 144. 20 OHSUSA:766013910.1
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(2) new issuances of securities by traditional utility associate companies with wholesale or retail customers served under cost-based regulation for the benefit of an associate company;
(3) new pledges or encumbrances of assets of a traditional utility associate company with wholesale or retail customers served under cost-based regulation for the benefit of an associate company; and
(4) new affiliate contracts between non-utility associate companies and traditional utility associate companies that have captive customers or that own or provide 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.53
In Exhibit M the Applicants demonstrate, based on facts known to them or that are reasonably foreseeable, that the Transaction will not result in any of the above-outlined transfers of facilities, issuances of securities, pledges or encumbrance of assets, or other agreements.
VI. INFORMATION AND EXHIBITS REQUIRED BY PART 33 OF THE COMMISSION’S REGULATIONS
In compliance with 18 C.F.R. § 33.2 of the Commission’s regulations,54 Applicants submit the following information:
A. Section 33.2(a): Name and Principal Business Office of Applicants
Cimarron Bend Wind Project I, LLC c/o Enel Green Power North America, Inc. One Tech Drive, Suite 220 Andover, MA 01810
Cimarron Bend Assets, LLC c/o Enel Green Power North America, Inc. One Tech Drive, Suite 220 Andover, MA 01810
B. Section 33.2(b): Names and Addresses of the Persons Authorized to Receive Notices and Communications
53 18 C.F.R. § 33.2(j)(1)(ii). 54 Id., § 33.2. 21 OHSUSA:766013910.1
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The names and addresses of persons authorized to receive notices and communications
with respect to this Application are as follows:
Megan Beauregard Senior Associate General Counsel Enel Green Power North America, Inc. 1 Tech Drive, Ste 220 Andover, MA 01810 Phone: 978-296-6822 Fax: 978-681-7727 [email protected]
C. Section 33.2(c): Description of Applicants:
1. Business Activities of Applicants
Applicants’ business activities are described in Section III above. Accordingly,
Applicants request waiver of any requirement to file a separate Exhibit A.
2. Energy Subsidiaries and Energy Affiliates
The Applicants' principal energy-related subsidiaries and affiliates relevant to the
Transaction are described in Section III and Exhibit B. Applicants request waiver of any requirement to file additional affiliate descriptions or asset listings in Exhibit B as such information would not assist the Commission in its review of the Application.
3. Organizational Charts
Applicants provide in Exhibit C simplified organizational charts depicting the pre-
Transaction and post-Transaction ownership of Cimarron Bend and CB Assets.
4. Description of Joint Ventures, Strategic Alliances, Tolling Agreements, or Other Business Agreements
Applicants request waiver of the requirement to file an Exhibit D because the Transaction
22 OHSUSA:766013910.1
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The completion of the Transaction will not cause a breach of or default under any of the contracts, joint ventures, or strategic alliances entered into by Applicants before the Transaction.
5. Common Officers or Directors
The Transaction does not alter Applicants’ officers or directors. Further, a list of common officers between Enel Kansas, Applicants, REP and REP Wind, is set forth at Exhibit
E.
6. Description of Wholesale Customers
Applicants request waiver of the requirement to file an Exhibit F providing a description and the location of Applicants’ and their affiliates’ wholesale power sales customers and unbundled transmission service customers. As discussed above, the Transaction does not have any detrimental impact on competition, rates, or regulation and 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.
D. Section 33.2(d): Description of Jurisdictional Facilities
The jurisdictional facilities involved in the Transaction are described in Section IV of this
Application. Accordingly, Applicants request waiver of the requirement to file a separate
Exhibit G.
E. Section 33.2(e): Narrative Description of the Transaction
A narrative description of the Transaction is provided in Section IV of this Application.
Accordingly, Applicants request a waiver of the requirement to file a separate Exhibit H.
F. Section 33.2(f): Contracts With Respect to the Transaction
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The documentation for the Transaction has not yet been finalized. Instead, as permitted
by the Commission’s Order No. 64255 and in order to satisfy the filing requirement of 18 C.F.R.
§ 33.2(f) of the Commission’s regulations, Applicants submit in Exhibit I term sheets for the
Purchase and Sale Agreement that describe the terms and conditions of the proposed
Transaction. As required by Order No. 642, the undersigned counsel for the Applicants hereby
certify that, to the best of her knowledge, the final agreements will reflect the terms and
conditions contained in the term sheets in all material respects.56 As indicated in Section II above, Applicants requests confidential treatment for the term sheets pursuant to 18 C.F.R. §
388.112.
G. Section 33.2(g): Facts Relied Upon to Show That the Transaction Is in the Public Interest
The facts relied upon to demonstrate that the Transaction is consistent with the public interest are included in Section V of this Application. Therefore, Applicants request waiver of the requirement to file a separate Exhibit J.
H. Section 33.2(h): Maps of Physical Property
The Transaction is limited to the transfer of Class A membership interests in Cimarron
Bend. Thus, a map would not provide the Commission with information relevant to the
Commission's review of the Transaction. Applicants therefore request waiver of the requirement to file Exhibit K.
55 Order No. 642, supra note 28 at 31,876-77. 56 As provided in Order No. 642, in circumstances in which documentation has not been finalized, the Commission has stated that “applicants may submit a draft contract, a term sheet, a letter of intent or a memorandum of understanding to satisfy the § 33.2(f) filing requirement. However, in such instances, we will require that in the transmittal letter accompanying the application, counsel for applicants certify that, to the best of their knowledge, the final agreements will reflect the terms and conditions contained in the draft agreements in all material respects.” Order No. 642, FERC Stats. & Regs. ¶ 31,111 at 31,877. 24 OHSUSA:766013910.1
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I. Section 33.2(i): Status of Approvals From Other Regulatory Bodies
The Transaction does not require approval from any other regulatory bodies. Applicants
request waiver of any requirement to restate this fact in a separate Exhibit L.
J. Section 33.2(j): Cross-Subsidization and Encumbrances
Applicants’ representations with respect to cross-subsidization and encumbrance of
utility assets are included in Section V and in Exhibit M.
K. Section 33.5: Accounting Entries
None of the Applicants are required to keep their books in accordance with the
Commission’s Uniform System of Accounts. Accordingly, there are no pro forma accounting entries that must be provided with respect to the Transaction.
L. Section 33.7: Verification
Verifications signed by representatives of the Applicants with respect to this Application and having knowledge of the matters set forth herein are included in Attachment 2.
VII. CONCLUSION
For all of the reasons stated above, Applicants respectfully request that the Commission act on this Application and issue an order approving the Transaction under FPA section 203 no later than December 15, 2016.
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Respectfully submitted,
/s/ Megan Beauregard Enel Green Power North America, Inc. 1 Tech Drive, Ste 220 Andover, MA 01810 [email protected]
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EXHIBIT B
Listing of Enel NA and GE Companies’ Energy-Related Assets
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Exhibit B-1 ENEL NA AFFILIATES AND ASSETS
OHSUSA:766013910.1
This is an example of the required appendix listing the filing entity and all its energy affiliates and their associated assets, which should be submitted with relevant market-based rate filings. Asset Appendix: Generation Assets
[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] [K] [L] [M] Location Capacity Rating: End Note Methodology Docket # Number Geographic Capacity Rating: Capacity Used in [K]: where MBR Date Control Market / Balancing In-Service (Enter Filing Entity and its Energy Affiliates Generation Name (Plant or Unit Name) Owned By Controlled By Region Nameplate Rating: Used in (N)ameplate, authority was Transferred Authority Area Date text in (MW) Filing (MW) (S)easonal, 5-yr granted End Notes (U)nit, 5-yr (E)IA, Sheet) (A)lternative
Agassiz Beach, LLC NA Agassiz Beach Agassiz Beach, LLC Agassiz Beach, LLC 9/29/2000 MISO Central 2/28/2001 1.98 1.98 N SERC (PJM Aquenergy Systems, LLC NA Fries Aquenergy Systems, LLC Aquenergy Systems, LLC 3/27/2015 Southeast 1/1/1980 5.21 5.21 Interconnection) N 1 SERC (Duke Energy Aquenergy Systems, LLC NA Piedmont Aquenergy Systems, LLC Aquenergy Systems, LLC 3/27/2015 Southeast 1/1/1987 1 1 Carolinas, LLC) N 1 SERC (Duke Energy Aquenergy Systems, LLC NA Ware Shoals Aquenergy Systems, LLC Aquenergy Systems, LLC 3/27/2015 Southeast 1/1/1977 6.2 6.2 Carolinas, LLC) N 1 Aurora Distributed Solar, LLC NA Albany Albany Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 10 10 N Aurora Distributed Solar, LLC NA Annandale Annandale Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 6 6 N Aurora Distributed Solar, LLC NA Atwater Atwater Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 4 4 N Aurora Distributed Solar, LLC NA Chisago Chisago Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 6.5 6.5 N Aurora Distributed Solar, LLC NA Dodge Center Dodge Center Distributed Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 6.5 6.5 N Aurora Distributed Solar, LLC NA Eastwood Eastwood Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 5.5 5.5 N Aurora Distributed Solar, LLC NA Hastings Hastings Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 4.5 4.5 N Aurora Distributed Solar, LLC NA Lake Emily Lake Emily Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 4.5 4.5 N Aurora Distributed Solar, LLC NA Lake Pulaski Lake Pulaski Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 7.5 7.5 N Aurora Distributed Solar, LLC NA Lawrence Creek Lawrence Creek Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 3.5 3.5 N Aurora Distributed Solar, LLC NA Montrose Monstrose Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 3.5 3.5 N Aurora Distributed Solar, LLC NA Paynesville Paynesville Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 10 10 N Aurora Distributed Solar, LLC NA Pine Island Pine Island Distributed Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 4 4 N Aurora Distributed Solar, LLC NA Waseca Waseca Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 10 10 N Aurora Distributed Solar, LLC NA West Faribault West Faribault Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 5.5 5.5 N Aurora Distributed Solar, LLC NA West Waconia West Waconia Solar, LLC Aurora Distributed Solar, LLC MISO Central NA 8.5 8.5 N Autumn Hills, LLC NA North Shaokatan Wind (in part) Autumn Hills, LLC Autumn Hills, LLC 9/29/2000 MISO Central 2/15/2001 1.98 1.98 N Barnet Hydro Company, LLC NA Barnet Barnet Hydro Company, LLC Barnet Hydro Company, LLC 3/27/2015 ISO-NE Northeast 10/10/1986 0.5 0.5 N Beaver Valley Power Company, LLC NA Patterson Hydro Beaver Valley Power Company, LLC Beaver Valley Power Company, LLC 3/27/2015 PJM Northeast 7/30/1983 1.5 1.5 N Black River Hydro Associates NA Denley Dam (Cataldo) Hydro Power Associates (Cataldo) Hydro Power Associates 2/15/1995 NYISO Northeast 7/2/1984 1.6 1.6 N Black River Hydro Associates NA Port Leyden (Cataldo) Hydro Power Associates (Cataldo) Hydro Power Associates 3/27/2015 NYISO Northeast 5/11/1984 2.1 2.1 N Black River Hydro Associates NA Rock Island (Cataldo) Hydro Power Associates (Cataldo) Hydro Power Associates 2/15/1998 NYISO Northeast 11/9/1984 1.9 1.9 N Boott Hydropower, LLC NA Lowell Enel Green Power North America, Inc. Enel Green Power North America, Inc. 3/27/2015 ISO-NE Northeast 11/18/1985 24.84 24.84 N 2 BP Hydro Associates NA Rock Creek No. 2 CHI Idaho LLC & Enel Green Power North America, Enel Green Power North America, Inc. 3/27/2015 IPCO Nortwest 4/16/1988 1.9 1.9 N Buffalo Dunes Wind Project LLC ER13-2409 Buffalo Dunes Buffalo Dunes Wind Project LLC Buffalo Dunes Wind Project LLC NA SPS SPP 12/31/2013 249.75 249.75 N Bypass Limited LLC NA ByPass Bypass Limited LLC Bypass Limited LLC 3/27/2015 IPCO Northwest 3/1/1988 10 10 N Canastota Windpower, LLC ER12-1471 Fenner Wind Farm Enel Green Power North America, Inc. Enel Green Power North America, Inc. NA NYISO Northeast 12/1/2001 30 30 N Caney River Wind Project LLC ER11-4501 Caney River Caney River Wind Project LLC Caney River Wind Project LLC NA Westar SPP 12/29/2011 199.8 199.8 N SERC (Duke Energy Cherokee Falls Hydroelectric Project LLC NA Cherokee Falls Hydroelectric Facility Cherokee Falls Hydroelectric Project LLC Cherokee Falls Hydroelectric Project LLC 3/27/2015 Carolinas, LLC) Southeast 1/1/1980 4.14 4.14 N Chisholm View Wind Project, LLC ER12-2448 Chisholm View Wind Project EFS Chisholm View, LLC; Enel Kansas, LLC Enel Green Power North America, Inc. NA OKGE SPP 12/1/2012 235.2 235.2 N Cimarron Bend Wind Project I, LLC Cimarron Bend Wind Project I Cimarron Bend Wind Project I, LLC Cimarron Bend Wind Project I, LLC NA SPP Central 200 200 N SERC (Duke Energy Coneross Power Corp NA Coneross Coneross Power Corp Coneross Power Corp 4/28/1999 Carolinas, LLC) Southeast 1/1/1985 0.9 0.9 N 1 Copenhagen Hydro LLC NA High Falls Copenhagen Hydro LLC Copenhagen Hydro LLC 3/27/2015 NYISO Northeast 7/14/1984 3.3 3.3 N Consolidated Hydro New Hampshire, LLC NA Rollinsford Consolidated Hydro New Hampshire, LLC Consolidated Hydro New Hampshire, LLC 3/27/2015 ISO-NE Northeast 8/1/1983 1.5 1.5 N Consolidated Hydro New York, LLC NA Victory Mills Consolidated Hydro New York, LLC Consolidated Hydro New York, LLC 3/27/2015 NYISO Northeast 12/19/1986 1.67 N EGP Solar 1, LLC NA Sheldon Solar EGP Solar 1, LLC EGP Solar 1, LLC NA NYISO Northeast 8/31/2013 2.4 2.4 N EGP Stillwater Solar, LLC ER12-128 Stillwater Solar EGP Stillwater Solar, LLC EGP Stillwater Solar, LLC NA Sierra Pacific Northwest 3/5/2012 22 22 N Elk Creek Hydro LLC NA Elk Creek Elk Creek Hydro LLC Elk Creek Hydro LLC 3/27/2015 IPCO Northwest 4/15/1986 2.32 2.32 N El Dorado Hydro, LLC NA Montgomery Creek El Dorado Hydro, LLC El Dorado Hydro, LLC 3/27/2015 CAISO Southwest 2/1/1987 2.6 2.6 N Enel Cove Fort, LLC ER14-325 Cove Fort Enel Cove Fort, LLC Enel Cove Fort, LLC NA PACE Northwest 12/17/2013 25 25 N Enel Salt Wells, LLC NA Salt Wells Enel Salt Wells, LLC Enel Salt Wells, LLC NA SPPC Northwest 1/1/2009 23.6 23.6 N Enel Stillwater, LLC ER11-4500 Stillwater Enel Stillwater, LLC Enel Stillwater, LLC 3/20/2007 SPPC Northwest 5/12/1989 47.2 47.2 N Dietrich Drop Hydro LLC NA Dietrich Drop Dietrich Drop Hydro LLC Dietrich Drop Hydro LLC 3/27/2016 IPCO Northwest 8/26/1988 4.77 4.77 N Drift Sand Wind Project, LLC ER16-2293 Drift Sand Drift Sand Wind Project, LLC Drift Sand Wind Project, LLC NA SPP SPP NA 108 108 N 6 Essex Company, LLC NA Lawrence Essex Company, LLC Essex Company, LLC 3/27/2015 ISO-NE Northeast 7/14/1981 16.8 16.8 N Florence Hills, LLC NA Ruthton Wind (in part) CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/9/2001 1.98 1.98 N Fowler Hydro LLC NA Fowler #7 Fowler Hydro LLC Fowler Hydro LLC 3/27/2015 NYISO Northeast 1/30/1931 0.9 0.9 N Fulcrum, LLC NA Barber Dam Fulcrum, LLC Fulcrum, LLC 3/27/2015 IPCO Northwest 8/1/1989 3.7 3.7 N Gauley River Power Partners, LLC NA Summersville Gauley River Power Partners, LLC Gauley River Power Partners, LLC 3/27/2015 PJM Northeast 7/31/2001 80 80 N 3 Goodwell Wind Project, LLC ER15-2615 Goodwell Goodwell Wind Project, LLC Goodwell Wind Project, LLC NA SPP SPP 12/15/2015 200 200 N Goodyear Kake Hydro, LLC NA Goodyear Lake (Colliersville) Goodyear Lake Hydro, LLC Goodyear Lake Hydro, LLC 3/27/2015 NYISO Northeast 8/11/1980 1.45 1.45 N Hadley Ridge, LLC NA Hadley Ridge CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 12/28/2001 1.98 1.98 N SERC (Duke Energy High Shoals, LLC NA High Shoals High Shoals, LLC High Shoals, LLC 3/27/2015 Carolinas, LLC) Southeast 1/1/1982 1.8 1.8 N 1 Hope Creek, LLC NA Hope Creek CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/20/2001 1.98 1.98 N Hydro Development Group Acquisition LLC NA Dexter Hydro Development Group Acquisition LLC Hydro Development Group Acquisition LLC 3/27/2015 NYISO Northeast 5/24/1988 4.32 4.32 N Hydro Development Group Acquisition LLC NA Diamond Island Hydro Development Group Acquisition LLC Hydro Development Group Acquisition LLC 3/27/2015 NYISO Northeast 1/7/1985 1.2 1.2 N Hydro Development Group Acquisition LLC NA Hailesboro #3 Hydro Development Group Acquisition LLC Hydro Development Group Acquisition LLC 3/27/2015 NYISO Northeast 4/1/1984 0.9 0.9 N Hydro Development Group Acquisition LLC NA Hailesboro #4 Hydro Development Group Acquisition LLC Hydro Development Group Acquisition LLC 3/27/2015 NYISO Northeast 1/30/1930 1.8 1.8 N Hydro Development Group Acquisition LLC NA Hailesboro #6 Hydro Development Group Acquisition LLC Hydro Development Group Acquisition LLC 3/27/2015 NYISO Northeast 3/24/1983 0.9 0.9 N Hydro Development Group Acquisition LLC NA Theresa Hydro Development Group Acquisition LLC Hydro Development Group Acquisition LLC 3/27/2015 NYISO Northwest 4/15/1984 1.6 1.6 N Hydro Energies Corporation NA Dewey's Mills Hydro Energies Corporation Hydro Energies Corporation 6/22/1993 ISO-NE Northeast 12/23/1985 1.9 1.9 N Jack River, LLC NA Jack River CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 2/18/2001 1.98 1.98 N Jessica Mills, LLC NA Jessica Mills CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 2/23/2001 1.98 1.98 N Julia Hills, LLC NA Julia Hills CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 2/24/2001 1.98 1.98 N Kinneytown Hydro Company, Inc. NA Kinneytown Kinneytown Hydro Company, Inc. Kinneytown Hydro Company, Inc. 4/29/1988 ISO-NE Northeast 11/18/1986 2.3 2.3 N Lachute Hydro Company, LLC NA Upper LaChute LaChute Hydro Company, LLC LaChute Hydro Company, LLC 3/27/2015 NYISO Northeast 12/23/1987 4.9 4.9 N Lachute Hydro Company, LLC NA Lower LaChute LaChute Hydro Company, LLC LaChute Hydro Company, LLC 3/27/2015 NYISO Northeast 12/23/1987 3.6 3.6 N Lindahl Wind Project, LLC ER16-2577 Lindahl Enel Kansas, LLC Enel Kansas, LLC NA SPP SPP NA 150 150 N 6 Little Elk Wind Project, LLC ER15-2620 Little Elk Wind Project Little Elk Wind Project, LLC Little Elk Wind Project, LLC NA AEP West SPP 12/31/2015 74 74 N Littleville Power Company, Inc. NA Glendale Littleville Hydro Company, Inc. Littleville Hydro Company, Inc. ISO-NE Northeast 12/22/1982 1.14 1.14 N Littleville Power Company, Inc. NA Texon Littleville Hydro Company, Inc. Littleville Hydro Company, Inc. ISO-NE Northeast 12/22/1982 1.5 1.5 N Lower Saranac Hydro, LLC NA Groveville Lower Saranac Hydro, LLC Lower Saranac Hydro, LLC 3/27/2015 NYISO Northeast 12/1/1983 0.93 0.93 N Lower Saranac Hydro Partners LLC NA Lower Saranac Lower Saranac Hydro Partners LLC Lower Saranac Hydro Partners LLC 3/27/2015 NYISO Northeast 11/15/1990 9.3 9.3 N Lower Valley LLC NA Lower Valley Lower Valley LLC Lower Valley LLC 3/27/2015 ISONE Northeast 1/1/1982 0.9 0.9 N 1 Lowline Rapids LLC NA Lowline Rapids Lowline Rapids LLC Lowline Rapids LLC 3/27/2015 IPCO Northwest 4/16/1986 2.8 2.8 N Mascoma Hydro Corp NA Mascoma Mascoma Hydro Corp Mascoma Hydro Corp 11/16/2001 ISONE Northeast 12/7/1988 1.5 1.5 N Metro Wind, LLC NA Elk River Wind CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 3/1/2001 0.66 0.66 N SERC (Southern Mill Shoals Hydro Company, LLC NA Milstead Mill Shoals Hydro Company, LLC Mill Shoals Hydro Company, LLC 3/27/2015 Company) Southeast 4/23/1985 1 1 N Missiquoi, LLC NA Sheldon Springs Missisquoi, LLC Missisquoi, LLC 3/27/2015 ISO-NE Northeast 2/19/1988 25 25 N Newbury Hydro Company, LLC NA Newbury Newbury Hydro Company, LLC Newbury Hydro Company, LLC 3/27/2015 ISONE Northeast 12/31/1984 0.39 0.39 N Notch Butte Hydro Company, Inc. NA GeoBon II Enel Green Power North America, Inc. Enel Green Power North America, Inc. 6/27/1991 IPCO Northwest 11/1/1986 0.81 0.81 N Origin Wind Energy, LLC ER14-2858 Origin Wind Project Origin Wind Energy, LLC Origin Wind Energy, LLC NA SPP SPP 11/1/2014 150 150 N Osage Wind, LLC ER11-4363 Osage Wind Osage Wind, LLC Osage Wind, LLC NA AECI SPP 6/1/2015 150 150 N SERC (Duke Energy Pelzer Hydro Company LLC NA Lower Pelzer Hydroelectric Facility Pelzer Hydro Company LLC Pelzer Hydro Company LLC 3/27/2015 Carolinas, LLC) Southeast 1/1/1988 3.3 3.3 N 1 SERC (Duke Energy Pelzer Hydro Company LLC NA Upper Pelzer Hydroelectric Facility Pelzer Hydro Company LLC Pelzer Hydro Company LLC 3/27/2015 Carolinas, LLC) Southeast 1/1/1988 1.95 1.95 N 1 Prairie Rose Wind LLC ER12-2542 Prairie Rose Prairie Rose Wind LLC Prairie Rose Wind LLC NA MISO Central 12/1/2012 200 200 N Pyrites Hydro LLC NA Pyrites Pyrites Hydro LLC Pyrites Hydro LLC 3/27/2015 NYISO Northeast 12/20/1988 8.2 8.2 N Rock Creek Hydro LLC NA Rock Creek CA Rock Creek Hydro LLC Rock Creek Hydro LLC 3/27/2015 CAISO Southwest 12/1/1985 3.6 3.6 N Rocky Ridge Wind Project LLC ER12-979 Rocky Ridge Rocky Caney Wind, LLC Enel Green Power North America, Inc. NA AEP West SPP 6/1/2012 148.8 148.8 N Ruthon Ridge, LLC NA Ruthon Ridge CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/23/2001 1.98 1.98 N Salmon Falls Hydro, LLC NA South Berwick Salmon Falls Hydro, LLC Salmon Falls Hydro, LLC 3/27/2015 ISO-NE Northeast 12/5/1986 1.2 1.2 N SE Hazelton A LLC NA Hazelton A SE Hazelton A LLC SE Hazelton A LLC 3/27/2015 IPCO Northwest 7/19/1990 8.7 8.7 N Slate Creek Hydro Associates NA Slate Creek Slate Creek Hydro Company LLC Slate Creek Hydro Company LLC 3/27/2015 CAISO Southwest 1/1/1985 3.8 3.8 N 1 Smoky Hills Wind Farm, LLC ER11-4498 Smoky Hills I Texkan Wind, LLC Texkan Wind, LLC 4/25/2008 Westar SPP 1/1/2007 100.8 100.8 N 1 Smoky Hills WindProject II, LLC ER11-4499 Smoky Hills II Nevkan Renewables, LLC Nevkan Renewables, LLC 4/1/2009 Westar SPP 1/1/2008 148.5 148.5 N 1 Soliliquoy Ridge, LLC NA Ruthton Wind (in part) CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/19/2001 1.98 1.98 N Somersworth Hydro Company, Inc NA Lower Great Falls Somersworth Hydro Company, Inc. Somersworth Hydro Company, Inc. 8/19/1985 ISO-NE Northeast 8/19/1985 1.25 1.25 N Spartan Hills, LLC NA Ruthton Wind (in part) CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/13/2001 1.98 1.98 N Sun River, LLC NA North Shaokatan Wind (in part) CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 2/24/2001 1.98 1.98 N Sweetwater Hydro Electric LLC NA Sweetwater Sweetwater Hydro Electric LLC Sweetwater Hydro Electric LLC 3/27/2015 ISONE Northeast 1/1/1991 0.9 0.9 N 1 Sweetwater Hydro Electric LLC NA Woodsville Sweetwater Hydro Electric LLC Sweetwater Hydro Electric LLC 3/27/2015 ISONE Northeast 12/1/1982 0.36 0.36 N 1 TKO Power, LLC NA Nichols (Bear Creek) TKO Power, LLC TKO Power, LLC 3/27/2015 CAISO Southwest 12/18/1985 3 3 N Triton Power Company NA Chateaugay High Falls Triton Power Company Triton Power Company 6/22/1993 NYISO Northeast 12/29/1984 1.71 1.71 N Tsar Nicolas, LLC NA North Shaokatan Wind (in part) CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 2/17/2001 1.98 1.98 N Twin Falls Hydro Assoc., LP NA Twin Falls Twin Falls Hydro Company, LLC Twin Falls Hydro Company, LLC 3/27/2015 PSE Northwest 3/1/1990 24 24 N 2 Twin Lake Hills, LLC NA Ruthton Wind (in part) CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/13/2001 1.98 1.98 N West Hopkinton Hydro, LLC NA Hoague Sprague West Hopkinton Hydro, LLC West Hopkinton Hydro, LLC 12/5/1986 ISO-NE North 9/21/1983 1.3 1.3 N Western New York Wind Corp. NA Wethersfield Western New York Wind Corp. Western New York Wind Corp. 6/29/2001 NYISO Northeast 10/1/2000 6.6 6.6 N Willimantic Power Corp. NA Willimantic Willimantic Power Corp. Willimantic Power Corp. 12/24/1987 NYISO Northeast 6/1/1990 1.54 1.54 N Winters' Spawn, LLC NA Winters' Spawn CHI Minnesota Wind LLC & Northern Alternative ECHI Minnesota Wind, LLC 9/29/2000 MISO Central 1/13/2001 1.98 1.98 N White Current Corporation NA Ottauquechee White Current Corporation Ottauquechee Hydro Co., Inc. 6/7/2016 ISO-NE Northeast 4/30/1992 1.88 1.88 N Asset Appendix: Transmission/Natural Gas Assets
Electric Transmission Assets and/or Natural Gas Intrastate Pipelines and/or Gas Storage Facilities [A] [B] [C] [D] [E] [F] [G] [H] [I] [J] Location Size Cite to order Size (e.g., length accepting OATT and kV for or order Market / electric, length End Note Number Filing Entity and its approving the Asset Name Controlled Date Control Balancing Geographic Region Owned By and diameter for (Enter text in End Energy Affiliates transfer of and Use By Transferred Authority pipelines, and Notes Sheet) transmission Area capacity for gas facilities to an storage) RTO or ISO Prairie Rose Transmission, Prairie Rose LLC, Prairie Rose Prairie Rose 29.4 miles; Transmission, LLC ER12-2422 Transmission Wind, LLC Wind, LLC 12/7/2012 MISO Central 115Kv Cimarron Bend Assets, Cimarron Cimarron Bend LLC, Cimarron Bend Bend Assets, LLC ER17-25 Transmission Assets, LLC Assets, LLC NA SPP SPP 12 miles; 345 Kv PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
Exhibit B-2 GE AFFILIATES AND ASSETS
GE Companies
Asset Appendix: Generation Assets
[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] [K] [L] [M] Location Capacity Rating: End Note Methodology Docket # Market / Capacity Number Filing Entity Generation Geographic Capacity Used in [K]: where MBR Date Control Balancing In-Service Rating: (Enter and its Energy Name (Plant or Owned By Controlled By Region Rating: Used (N)ameplate, authority was Transferred Authority Date Nameplate text in Affiliates Unit Name) in Filing (MW) (S)easonal, 5-yr granted Area (MW) End Notes (U)nit, 5-yr (E)IA, Sheet) (A)lternative Birchwood ER07-501- Birchwood Birchwood Birchwood 11/16/96 PJM Northeast 11/16/96 258.3 258.3 N 1, 2 Power 000 Power Power Partners, L.P. Partners, L.P. Partners, L.P.
Shady Hills ER02-537- Shady Hills Shady Hills Shady Hills 02/27/02 Progress Southeast 02/27/02 541.2 541.2 N 1 Power 000 Power Power Florida Company, Company, Company, L.L.C. L.L.C. L.L.C. EFS Parlin ER08-649- Parlin EFS Parlin EFS Parlin 06/01/08 PJM Northeast 06/01/08 135.0 135.0 N 1 Holdings, LLC 000 Holdings, LLC Holdings, LLC
Inland Empire ER07-758- Inland Empire Inland Empire Inland Empire 05/2010 CAISO Southwest 05/2010 819.0 690.0 S 1 Energy 000 Energy Center Energy Center, Energy Center, LLC LLC Center, LLC
Homer City ER13-55-000 Homer City Homer City Homer City 06/1969 PJM Northeast 06/1969 2,012.0 2,012.0 N 1 Generation, Electric Generation, Generation, L.P. Generating L.P. L.P. Station Russell City ER12-2261- Russell City Russell City Pacific Gas 08/2013 CAISO Southwest 08/2013 655.0 615.0 S 1, 3 Energy 000 Energy Center Energy and Electric Company, LLC Company, LLC Company
AL ER02-1024- AL AL AL 06/2002 SOCO Southeast 06/2002 692.0 692.0 N 1, 4 Sandersville, 000; Sandersville, Sandersville, Sandersville, LLC ER04-1186- LLC LLC LLC 000; ER10-2150- 000 GE Companies
[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] [K] [L] [M] Location Capacity Rating: End Note Methodology Docket # Market / Capacity Number Filing Entity Generation Geographic Capacity Used in [K]: where MBR Date Control Balancing In-Service Rating: (Enter and its Energy Name (Plant or Owned By Controlled By Region Rating: Used (N)ameplate, authority was Transferred Authority Date Nameplate text in Affiliates Unit Name) in Filing (MW) (S)easonal, 5-yr granted Area (MW) End Notes (U)nit, 5-yr (E)IA, Sheet) (A)lternative Effingham ER01-1418- Effingham Effingham Effingham 12/01/01 SOCO Southeast 08/2003 596.6 596.6 N 1, 4 County 000 County County County Power, LLC Power, LLC Industrial Power, LLC Authority MPC ER02-1238- MPC MPC MPC 12/1999 SOCO Southeast 12/1999 386.1 386.1 N 1, 4 Generating, 000; Generating, Generating, Generating, LLC ER99-2324- LLC LLC LLC 000 Walton ER03-28-000; Walton Walton County Walton 02/2001 SOCO Southeast 02/2001 494.1 494.1 N 1, 4 County ER01-1310- County Power, LLC County Power, LLC 000 Power, LLC Power, LLC
Washington ER03-398- Washington Development Washington 05/01/01 SOCO Southeast 06/2003 795.6 795.6 N 1, 4 County 000 County Authority of County Power, LLC Power, LLC Washington Power, LLC County Mid-Georgia ER15-1447- Mid-Georgia Mid-Georgia SOCO 06/01/98 SOCO Southeast 03/1998 323.0 323.0 N 1, 4, 5 Cogen L.P. 001 Cogen L.P. Cogen L.P. Solar Partners ER13-2107- Ivanpah II Solar Partners Southern 12/2013 CAISO Southwest 12/2013 133.4 133.4 N 6 I, LLC 000 I, LLC California Edison Company Solar Partners ER13-2020- Ivanpah I Solar Partners Pacific Gas & 12/2013 CAISO Southwest 12/2013 126.0 126.0 N 7, 9 II, LLC 000 II, LLC Electric Company Solar Partners ER13-2050- Ivanpah III Solar Partners Pacific Gas & 12/2013 CAISO Southwest 12/2013 133.4 133.4 N 8, 9 VIII, LLC 000 VIII, LLC Electric Company GE Companies
Asset Appendix: Long-Term Firm Power Purchase Agreements (PPA)
Note: Energy-only contracts must be converted to MW Only report contracts one year or longer
[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] Location Market / Market / Type of End Note Filing Entity Amount Geographic Balancing Balancing Start Date PPA (Unit Number (Enter and its Energy Seller Name of PPA Region End Date (mo/da/yr) Authority Area Authority Area (mo/da/yr) or text in End Notes Affiliates (MW) (Sink) (Source) (Sink) System) Sheet) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A GE Companies
Asset Appendix: Transmission/Natural Gas Assets
Electric Transmission Assets and/or Natural Gas Intrastate Pipelines and/or Gas Storage Facilities [A] [B] [C] [D] [E] [F] [G] [H] [I] [J] Location Size Cite to order Size (e.g., length accepting OATT and kV for or order Market / electric, length End Note Number Filing Entity and its approving the Asset Name Controlled Date Control Balancing Geographic Region Owned By and diameter (Enter text in End Energy Affiliates transfer of and Use By Transferred Authority for pipelines, Notes Sheet) transmission Area and capacity for facilities to an gas storage) RTO or ISO Berkshire Feedline N/A Lateral Berkshire Berkshire N/A N/A Northeast 6.2 miles Acquisition Limited pipeline Feedline Feedline Partnership Acquisition Acquisition Limited Limited Partnership Partnership
Linden VFT, LLC N/A Linden VFT Linden VFT, LLC Linden VFT, N/A PJM Northeast 1000 foot, 345 variable LLC kV component frequency of transmission transformer line used as a component of transmission line, used to connect PJM and NYISO GE Companies
Asset Appendix: End Notes
End Notes for Entries in the Generation, Long-Term Firm PPA and Transmission/Natural Gas Assets Sheets [A] [B] [C] Sheet (Generation, PPA End Note Number Explanatory Note or Transmission / Natural Gas) 1 Generation In order to present the most conservative case, except as otherwise indicated, the information provided in the "Controlled By" and "Date Control Transferred" columns takes the most conservative approach, i.e. , that the generation owner also controls the generation, even though, in many instances, the generation is committed to a wholesale purchaser under a long-term power sale agreement.
2 Generation Subsidiaries of General Electric Company hold a 50% interest in Birchwood Power Partners, L.P., and subsidiaries of J-POWER own a 50% interest.
3 Generation The output of the Russell City generating facility is committed to PG&E under a long-term tolling agreement. See Application of Russell City Energy Company, LLC for Market-based Rate Authorization and for Waivers and Blanket Approvals, Docket No. ER12-2261-000, at p. 2 (filed July 18, 2012).
4 Generation Entity is included as a GE affiliate based on GE subsidiary EFS Southeast PowerGen, LLC's 24.95% interest in Southeast PowerGen Holdings, LLC, the indirect owner of the entity. 5 Generation See the Southern Companies’ Generation Resource Inventory filed in Docket Nos. ER10-2881-004, et al. , on July 16, 2012. 6 Generation GE and its subsidiaries disclaim that they have direct or indirect ability to direct the activities of Solar Partners I, LLC. 7 Generation GE and its subsidiaries disclaim that they have direct or indirect ability to direct the activities of Solar Partners II, LLC. 8 Generation GE and its subsidiaries disclaim that they have direct or indirect ability to direct the activities of Solar Partners VIII, LLC. 9 Generation By Resolution E-4771, issued March 17, 2016, the Public Utilities Commission of the State of California (“CPUC”) approved a “Forbearance Agreement” with Solar Partners II and Solar Partners VIII in which PG&E agreed not to declare an event of default under its power sale agreements with Solar Partners II and Solar Partners VIII based on the delivery of less than the requirement amount of “Guaranteed Energy Production” through the performance measurement period ending July 31, 2016. See Advice 4761-E, filed with the CPUC on December 18, 2015. PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
EXHIBIT C
Organizational Charts Depicting Applicants’ Pre-Transaction and Post-Transaction Ownership
Exhibit C provides simplified organizational charts depicting pre-Transaction and post-
Transaction ownership of the Applicants. Applicants respectfully request waiver of any requirement to provide organizational charts with respect to entities that are not relevant to the
Commission’s review under section 203 of the FPA.
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General Electric Company
100%
GE Capital Global Holdings, LLC
100%
GE Capital US Holdings, Inc.
100% 100% 100% 100%
Retailer Credit Services, Inc. EFS-L Inc. Full Service Leasing Corp. SFG XXVII Inc.
12.67% 35.1% 12.67% 12.67% 26.9% Aircraft Services Corporation
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EXHIBIT C
CIMARRON BEND WIND PROJECT I, LLC and CIMARRON BEND ASSETS, LLC ORGANIZATION CHART IMMEDIATELY BEFORE TRANSACTION
**Each line signifies 100% ownership unless otherwise stated ***Intermediate holding companies are not shown
Enel SpA
Enel Green Power, SpA
Enel Green Power North
America, Inc.
Enel Kansas, LLC
100% Class A Cimarron Bend Wind 100% Class B PENDING Holdings, LLC
Cimarron Bend Wind Class B Investors Holdings I,
Cimarron Bend Wind Project I, LLC
49%
Cimarron Bend Assets, LLC
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EXHIBIT C
CIMARRON BEND WIND PROJECT I, LLC and CB ASSETS, LLC ORGANIZATION CHART AFTER TRANSACTION
**Each line signifies 100% ownership unless otherwise stated ***Intermediate holding companies are not shown
General Electric Enel S.p.A. Company
*** Enel Green Power, Spa Aircraft Services Corporation
Enel Green Power North EFS Renewables America, Inc. Holdings, LLC
EFS Green Power EGPNA REP Holdings, Holdings, LLC LLC
100% Class A Interests 100% Class B Interests (50% equity) PENDING (50% equity) PENDING EGPNA Renewable Energy Partners, LLC
100% Preferred Interest EGP REP Wind Holdings, LLC Enel NA 100% Common Interest
Subco EFS Renewables Holdings, LLC 100% Class A Interests Cimarron Bend Wind Holdings, LLC 100% Passive Interest
Cimarron Bend Class Cimarron Bend Wind Holdings I , LLC B Investors PENDING
Cimarron Bend Project 100% Class B Interests
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Interconnection Line PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
Exhibit E
Common Officers of Applicants and REP and REP Wind
Rafael Gonzalez, President and CEO Michael Storch, Executive Vice President Stephen Champagne, Executive Vice President Stephen Pike, Vice President Gianfranco Butera, Vice President Melissa Morgante, Vice President Alessandro Lazzarotto, Vice President Giorgios Pergamalis, Vice President
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EXHIBIT I
Contracts with Respect to the Transaction
PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
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EXHIBIT M
Verification Regarding Cross-Subsidization of a Non-Utility Associate Company or Pledge or Encumbrance of Utility Assets
In Order Nos. 669, 669-A and 669-B, the Commission identified a four-factor test that applicants
must satisfy in order to address the concerns identified in section 203(a)(4) of the FPA regarding
any possible cross-subsidization, pledge or encumbrance of utility assets associated with a proposed transaction.1 Under this test, the Commission examines, based on facts and
circumstances that are known or that are reasonably foreseeable, whether a proposed transaction
would result, at the time of the transaction or in the future, in:
1) any transfer 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; and
4) any new affiliate contract between non-utility associate companies and a traditional public utility associate company 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 FPA sections 205 and 206.
In its Section 203 Policy Statement, the Commission stated that it will recognize three
1 See Transactions Subject to FPA Section 203, Order No. 669, FERC Stats. & Regs. ¶ 31,200 at P 194 (2005), order on reh’g, Order No. 669-A, FERC Stats. & Regs. ¶ 31,214 at P 155 (2006), order on reh’g, Order No. 669-B, FERC Stats. & Regs. ¶ 31,225 (2006) (collectively, “Order No. 669”) (codified at 18 C.F.R. § 33.2(j)(1)(ii)).
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classes of transactions that are unlikely to raise the cross-subsidization concerns described in the
Order No. 669 rulemaking proceeding.2 The first such class involves
transactions where the applicant shows that a franchised public utility with captive customers is not involved. If no captive customers are involved, then there is no potential for harm to customers. Therefore, compliance with Exhibit M could be a showing that no franchised public utility with captive customers is involved in the transactions.3
Neither Applicant is a franchised utility and neither Applicant has any captive customers.
Consequently, the Commission should find that Applicants have complied with Exhibit M and
that the Transaction does not raise cross-subsidy concerns described in Order No. 669.
In addition to the Transaction falling within the safe harbor described above, the
Applicant represents that, based on facts and circumstances known to it or that are reasonably foreseeable, the proposed Transaction will not result in, at the time of the Transaction or in the future, cross-subsidization of a non-utility associate company or pledge or encumbrance of utility assets for the benefit of an associate company. Specifically, there are no existing pledges and/or encumbrances of the assets of traditional utilities involved in the Transaction, and the
Transaction will not result in: (a) any transfer 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; (b) any new issuance 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; (c) any new pledge or encumbrance of assets of a traditional public
2 See FPA Section 203 Supplemental Policy Statement, FERC Stats. & Regs. ¶ 31,253 at P 13 (2007), order on clarification, 122 FERC ¶ 61,157 (2008). 3 Id. at P 17. 2 OHSUSA:766013910.1
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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 (d)
any new affiliate contract between a non-utility associate company and a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, other than non-power goods and service agreements subject to review under sections 205 and 206 of the FPA.
3 OHSUSA:766013910.1
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ATTACHMENT 1
PROPOSED PROTECTIVE ORDER
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UNITED STATES OF AMERICA FEDERAL ENERGY REGULATORY COMMISSION
Cimarron Bend Wind Project I, LLC ) Cimarron Bend Assets, LLC ) Docket No. EC17-___-000
PROTECTIVE ORDER (Issued ______)
1. This Protective Order shall govern the use of all Protected Materials produced by, or on behalf of, any Participant. Notwithstanding any Order terminating this proceeding, this Protective Order shall remain in effect until specifically modified or terminated by the Presiding Administrative Law Judge (“Presiding Judge”) or the Federal Energy Regulatory Commission (“Commission”).
2. A Participant may designate as protected those materials which customarily are treated by that Participant as sensitive or proprietary, which are not available to the public, and which, if disclosed freely, would subject that Participant or its customers to risk of competitive disadvantage or other business injury.
3. Definitions - For purpose of this Order:
(a) The term “Participant” shall mean a Participant as defined in 18 C.F.R. § 385.102(b).
(b) (1) The term “Protected Materials” means (A) materials (including depositions) provided by a Participant in response to discovery requests and designated by such Participant as protected; (B) any information contained in or obtained from such designated materials; (C) any other materials which are made subject to this Protective Order by the Presiding Judge, by the Commission, by any court or other body having appropriate authority, or by agreement of the Participants; (D) notes of Protected Materials; and (E) copies of Protected Materials. The Participant producing the Protected Materials shall physically mark them on each page as “PROTECTED MATERIALS” or with words of similar import as long as the term “Protected Materials” is included in that designation to indicate that they are Protected Materials.
(2) The term ‘‘Notes of Protected Materials” means memoranda, handwritten notes or any other form of information (including electronic form) which copies or discloses materials described in Paragraph 3(b)(l). Notes of Protected Materials are subject to the same restrictions provided in this Order for Protected Materials, except as specifically provided in this Order.
PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
(3) Protected Materials shall not include (A) any information or document contained in the files of the Commission, any other federal or state agency or any federal or state court, unless the information or document has been determined to be protected by such agency or court, or (B) any information that is a matter of public knowledge, or which becomes a matter of public knowledge, other than through disclosure in violation of this Protective Order.
(c) The term ‘‘Non-Disclosure Certificate” shall mean the certificate annexed hereto by which Participants who have been granted access to Protected Materials shall certify their understanding that such access to Protected Materials is provided pursuant to the terms and restrictions of this Protective Order, and that such Participants have read the Protective Order and agree to be bound by it. All Non-Disclosure Certificates shall be served on all parties on the official service list maintained by the Secretary of the Commission in this proceeding.
(d) The term “Reviewing Representative” shall mean a person who has signed a Non-Disclosure Certificate and who is:
(1) a member of the Commission Litigation Staff;
(2) an attorney who has made an appearance in this proceeding for a Participant;
(3) attorneys, paralegals, and other employees associated for purposes of this case with an attorney described in Paragraph 3(d)(2);
(4) an expert or an employee of an expert retained by a Participant for the purpose of advising, preparing for, or testifying in this proceeding;
(5) a person designated as a Reviewing Representative by order of the Presiding Judge or the Commission; or
(6) employees or other representatives of Participants with significant responsibility for this proceeding.
4. Protected Materials shall be made available under the terms of this Protective Order only to Participants and only through their Reviewing Representatives as provided in Paragraphs 7, 8, and 9.
5. Protected Materials shall remain available to Participants until the later of the date that an order terminating this proceeding becomes no longer subject to judicial review, or the date that any other Commission proceeding relating to the Protected Materials is concluded and no longer subject to judicial review. If requested to do so in writing after that date, the Participants shall, within fifteen days of such request, return the Protected Materials (excluding Notes of Protected Materials) to the Participants that produced them, or shall destroy the
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PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 materials, except that copies of filings, official transcripts, and exhibits in this proceeding that contain Protected Materials, and Notes of Protected Material maybe retained, if they are maintained in accordance with Paragraph 6. Within such time period each Participant, if requested to do so, shall also submit to the producing Participant an affidavit stating that, to the best of its knowledge, all Protected Materials and all Notes of Protected Materials have been returned or have been destroyed or will be maintained in accordance with Paragraph 6. To the extent Protected Materials are not returned or destroyed, they shall remain subject to the Protective Order.
6. All Protected Materials shall be maintained by the Participants in a secure place. Access to those materials shall be limited to those Reviewing Representatives specifically authorized pursuant to Paragraphs 8 and 9. The Secretary shall place any Protected Materials filed with the Commission in a non-public file. By placing such documents in a non-public file, the Commission is not making a determination of any claim of privilege. The Commission retains the right to make determinations regarding any claim of privilege and the discretion to release information necessary to carry out its jurisdictional responsibilities.
7. For documents submitted to Commission Litigation Staff (“Staff’), Staff shall follow the notification procedures of 18 C.F.R. § 388.112 before making public any Protected Materials.
8. Protected Materials shall be treated as confidential by each Participant and by the Reviewing Representative in accordance with the certificate executed pursuant to Paragraph 9. Protected Materials shall not be used except as necessary for the conduct of this proceeding, nor shall they be disclosed in any manner to any person except a Reviewing Representative who is engaged in the conduct of this proceeding and who needs to know the information in order to carry out that person’s responsibilities in this proceeding. Reviewing Representatives may make copies of Protected Materials, but such copies become Protected Materials. Reviewing Representatives may make notes of Protected Materials, which shall be treated as Notes of Protected Materials if they disclose the contents of Protected Materials.
9. (a) If a Reviewing Representative’s scope of employment includes the marketing of energy, the direct supervision of any employee or employees whose duties include the marketing of energy or the provision of consulting services to any person whose duties include the marketing of energy, such Reviewing Representative may not use information contained in any Protected Materials obtained through this proceeding to give any Participant or any competitor of any Participant a commercial advantage.
(b) In the event that a Participant wishes to designate as a Reviewing Representative a person not described in Paragraph 3(d), the Participant shall seek agreement from the Participant providing the Protected Materials. If an agreement is reached; that person shall be a Reviewing Representative pursuant to Paragraph 3(d) with respect to those materials. If no agreement is reached, the Participant shall submit the disputed designation to the Presiding Judge or the Commission for resolution.
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PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
10. (a) A Reviewing Representative shall not be permitted to inspect, participate in discussions regarding, or otherwise be permitted access to Protected Materials pursuant to this Protective Order unless that Reviewing Representative has first executed a Non-Disclosure Certificate, provided that if an attorney qualified as a Reviewing Representative has executed such a Certificate, the paralegals, secretarial and clerical personnel under the attorney’s instruction, supervision or control need not do so. A copy of each Non-Disclosure Certificate shall be provided to counsel for the Participant asserting confidentiality prior to disclosure of any Protected Materials to that Reviewing Representative.
(b) Attorneys qualified as Reviewing Representatives are responsible for ensuring that persons under their supervision or control comply with this Order.
11. Any Reviewing Representative may disclose Protected Materials to any other Reviewing Representative as long as the disclosing Reviewing Representative and the receiving Reviewing Representative both have executed a Non-Disclosure Certificate. In the event that any Reviewing Representative to whom the Protected Materials are disclosed ceases to be engaged in these proceedings, or is employed or retained for a position whose occupant is not qualified to be a Reviewing Representative under Paragraph 3(d), access to Protected Materials by that person shall be terminated. Even if no longer engaged in this proceeding, every person who has executed a Non-Disclosure Certificate shall continue to be bound by the provisions of this Protective Order and the Non-Disclosure Certificate.
12. Subject to Paragraph 17, the Presiding Judge or the Commission shall resolve any disputes arising under this Protective Order. Prior to presenting any dispute under this Protective Order to the Presiding Judge or the Commission, the parties to the dispute shall use their best efforts to resolve it. Any Participant that contests the designation of Protected Materials shall notify the party that provided the Protected Materials by specifying in writing the materials whose designation is contested. This Protective Order shall automatically cease to apply to such materials five (5) business days after the notification is made unless the designator, within said five (5) day period, files a motion with the Presiding Judge or the Commission, with supporting affidavits, demonstrating that the materials should continue to be protected. In any challenge to the designation of materials as protected, the burden of proof shall be on the Participant seeking protection. If the Presiding Judge or the Commission finds that the materials at issue are not entitled to protection, the procedures of Paragraph 17 shall apply.
13. All copies of all documents reflecting Protected Materials, including the portion of the hearing testimony, exhibits, transcripts, briefs and other documents which refer to Protected Materials, shall be filed and served in sealed envelopes or other appropriate containers endorsed to the effect that they are sealed pursuant to this Protective Order. Such documents shall be marked “PROTECTED MATERIALS” and shall be filed under seal and served under seal upon the Presiding Judge and all Reviewing Representatives who are on the service list. For anything filed under seal, redacted versions or, where an entire document is protected, a letter indicating such, will also be filed with the Commission and served on all parties on the service
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PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 list and the Presiding Judge. Counsel for the producing Participant shall provide to all Participants who request the same, a list of Reviewing Representatives who are entitled to receive such material. Counsel shall take all reasonable precautions necessary to assure that Protected Materials are not distributed to unauthorized persons.
14. If any Participant desires to include, utilize or refer to any Protected Materials or information derived therefrom in testimony or exhibits during the hearing in these proceedings in such a manner that might require disclosure of such material to persons other than Reviewing Representatives, such participant shall first notify both counsel for the disclosing Participant and the Presiding Judge of such desire, identifying with particularity each of the Protected Materials. Thereafter, use of such Protected Materials will be governed by procedures determined by the Presiding Judge.
15. Nothing in this Protective Order shall be construed as precluding any Participant from objecting to the use of Protected Materials on any legal grounds.
16. Nothing in this Protective Order shall preclude any Participant from requesting the Presiding Judge, the Commission or any other body having appropriate authority, to find that this Protective Order should not apply to all or any materials previously designated as Protected Materials pursuant to this Protective Order. The Presiding Judge or the Commission may alter or amend this Protective Order as circumstances warrant at any time during the course of this proceeding.
17. Each party governed by this Protective Order has the right to seek changes in it as appropriate from the Presiding Judge or the Commission.
18. All Protected Materials filed with the Commission, the Presiding Judge or any other judicial or administrative body, in support of, or as a part of, a motion, other pleading, brief or other document, shall be filed and served in sealed envelopes or other appropriate containers bearing prominent markings indicating that the contents include Protected Materials subject to this Protective Order.
19. If the Presiding Judge finds at any time in the course of this proceeding that all or part of the Protected Materials need not be protected, those materials shall, nevertheless, be subject to the protection afforded by this Protective Order for three (3) business days from the date of issuance of the Presiding Judge’s decision, and if the Participant seeking protection files an interlocutory appeal or requests that the issue be certified to the Commission, for an additional seven (7) business days. None of the Participants waives its rights to seek additional administrative or judicial remedies after the Presiding Judge’s decision respecting Protected Materials or Reviewing Representatives, or the Commission’s denial of any appeal thereof. The provisions of 18 C.F.R. § 388.112 shall apply to any requests for Protected Materials in the files of the Commission under the Freedom of Information Act, 5 U.S.C. § 552.
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PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
20. Nothing in this Protective Order shall be deemed to preclude any Participant from independently seeking through discovery in any other administrative or judicial proceeding information or materials produced in this proceeding under this Protective Order.
21. None of the Participants waives the right to pursue any other legal or equitable remedies that may be available in the event of actual or anticipated disclosure of Protected Materials.
22. The contents of Protected Materials or any other form of information that copies or discloses Protected Materials shall not be disclosed to anyone other than in accordance with this Protective Order and shall be used only in connection with this proceeding. Any violation of this Protective Order and of any Non-Disclosure Certificate executed hereunder shall constitute a violation of an order of the Commission.
______Presiding Administrative Law Judge
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PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
UNITED STATES OF AMERICA FEDERAL ENERGY REGULATORY COMMISSION
Cimarron Bend Wind Project I, LLC ) Cimarron Bend Assets, LLC ) Docket No. EC17-___-000
APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION
NON-DISCLOSURE CERTIFICATE
I hereby certify my understanding that access to Protected Materials is provided to me pursuant to the terms and restrictions of the Protective Order in this proceeding, that I have been given a copy of and have read the Protective Order, and that I agree to be bound by it. I understand that the contents of the Protected Materials, any notes or other memoranda, or any other form of information that copies or discloses Protected Materials shall not be disclosed to anyone other than in accordance with the Protective Order. I acknowledge that a violation of this certificate constitutes a violation of an Order of the Federal Energy Regulatory Commission.
By:
Title:
Representing:
Date:
OHSUSA:766013910.1
PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112
ATTACHMENT 2
VERIFICATIONS