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Solar Star APR 24 2015 App.Pdf 20150424-5254 FERC PDF (Unofficial) 4/24/2015 1:24:11 PM UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION 8point3 Energy Partners LP ) Docket No. EC15-___-000 Solar Star California XIII, LLC ) APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION William B. Conway Jr. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 New York Avenue, N.W. Washington, DC 20005 Tel: (202) 371-7135 Fax: (202) 661-0535 [email protected] Counsel for 8point3 Energy Partners LP and Solar Star California XIII, LLC April 24, 2015 20150424-5254 FERC PDF (Unofficial) 4/24/2015 1:24:11 PM UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION 8point3 Energy Partners LP ) Docket No. EC15-___-000 Solar Star California XIII, LLC ) APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION Pursuant to section 203(a)(1) and 203(a)(2) of the Federal Power Act (“FPA”)1 and Part 33 of the regulations of the Federal Energy Regulatory Commission (“FERC” or “Commission”),2 Solar Star California XIII, LLC (“Solar Star XIII”) and 8point3 Energy Partners LP3 (“8point3 Partners” and together with Solar Star XIII the “Applicants”) hereby submit this application (“Application”) requesting authorization for: 1. The contribution to 8point3 Operating Company, LLC (“OpCo”) by SunPower Corporation (“SunPower”) of SunPower’s indirect ownership interest in Solar Star XIII and the contribution to OpCo by SunPower and First Solar, Inc. (“First Solar”) of other indirect ownership interests in certain other solar electric generation companies (such interests collectively with SunPower’s interest in Solar Star XIII the “Contributed Interests”); 2. Related transactions by which OpCo will become a partially-owned subsidiary of 8point3 Partners, and 8point3 Partners and OpCo will indirectly be jointly controlled by First Solar and SunPower; and 1 16 U.S.C. § 824b(a)(1), (2). 2 18 C.F.R. pt. 33. 3 8point3 Partners’ name refers to the number of minutes that sunlight takes to reach the Earth. 20150424-5254 FERC PDF (Unofficial) 4/24/2015 1:24:11 PM 3. The initial public offering and sale (the “IPO”) of Class A limited partnership interests in 8point3 Partners (the “Class A Shares”), through which purchasers of the Class A Shares will acquire indirect economic interests in the Contributed Interests. The above contributions of equity interests, related transactions and the IPO as described further in this Application are referred to collectively as the “Transaction.” The purpose of the proposed Transaction is to monetize the value of certain of SunPower’s and First Solar’s contracted, solar generation resources through a public offering. The primary objective of 8point3 Partners is to generate predictable cash distributions that grow at a sustainable rate. 8point3 Partners is best characterized as a “yieldco,” and the proposed Transaction is similar to other recent yieldco transactions.4 Certain aspects of the Transaction may not require Commission pre-approval, including the transfer of certain of the Contributed Interests and the IPO.5 Nevertheless, because of the 4 NextEra Energy, Inc., Pattern Energy Group LP and NRG Energy, Inc. have all recently sponsored initial public offerings of securities in enterprises similar to 8point3 Partners. See NextEra Energy Partners, LP, Amendment No. 3 to Form S-1 Registration Statement (June 19, 2014) (available at http://www.sec.gov./Archives/edgar/data/1603145/000119312514241693/d696235ds1a.htm); Pattern Energy Group Inc., Prospectus (Sept. 26, 2013) (available at http://www.sec.gov/Archives/edgar/data/1561660/0001193125 13380934/d597019d424b1.htm); NRG Yield, Inc., Preliminary Registration Statement (Form S-1) (June 6, 2013) (available at http://www.sec.gov/Archives/edgar/data/1567683/000104746913006811/a2214173zs-1.htm). 5 The partnership agreement of 8point3 Partners will restrict any purchaser together with its affiliates from acquiring Class A Shares equal to 10% or more of the voting power in 8point3 Partners without Commission authorization. Thus, consistent with Commission precedent, the IPO by itself should not require Commission pre- approval under FPA section 203 because no purchaser of Class A Shares will be able to acquire a controlling interest in 8point3 Partners (and thus indirectly the Contributed Interests). See FPA Section 203 Supplemental Policy Statement, FERC Stats. & Regs. ¶ 31,253 at P 57 (2007) (“Based on the industry’s need for further guidance on what may or may not constitute a transfer of control of jurisdictional facilities under Section 203, and for greater regulatory certainty in undertaking utility investments, the Commission’s general policy in future cases will be to presume that a transfer of less than 10 percent of a public utility’s holdings is not a transfer of control if: (1) after the transaction, the acquirer and its affiliates and associate companies, directly or indirectly, in aggregate will own less than 10 percent of such public utility; and (2) the facts and circumstances do not indicate that such companies would be able to directly or indirectly exercise a controlling influence over the management or policies of the public utility.”), clarific. and reconsid. denied, 122 FERC ¶ 61,157 (2008) (collectively, “Section 203 Supplemental Policy Statement”). Applicants note that they intend to file in the near future a petition for declaratory order seeking a determination by the Commission that the Class A Shares are passive in nature and do not constitute voting securities for purposes of FPA section 203 such that there would not be any section 203-related restriction on the 2 20150424-5254 FERC PDF (Unofficial) 4/24/2015 1:24:11 PM highly interrelated nature of the different parts of the Transaction as described in Section III of this Application, Applicants request, consistent with prior precedent, that the Commission approve the Transaction in its entirety pursuant to FPA sections 203(a)(1) and 203(a)(2) without making a determination as to jurisdiction.6 I. REQUEST FOR EXPEDITED CONSIDERATION Applicants request that the Commission provide for a 21-day comment period7 and further request the issuance of an order approving the Transaction no later than June 1, 2015. Approval of the Transaction by June 1, 2015 will allow closing of the IPO to occur as planned on or about June 8, 2015. 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 analysis. In addition, as explained below and in Exhibit M, the Transaction does not raise any cross-subsidization or encumbrance concerns. II. DESCRIPTION OF THE APPLICANTS AND RELATED PARTIES A. SunPower and Its Contributed Interests SunPower is a vertically-integrated solar products and services company organized in Delaware that designs, manufactures and delivers high-efficiency and high-reliability solar acquisition of Class A Shares. The restriction on acquisition of Class A Shares will remain in place unless and until the Commission issues a declaratory order making the requested determination. 6 See, e.g., Southern Co., 92 FERC ¶ 62,260 at 64,380 & n.2 (2000) (citing Ocean State Power, 47 FERC ¶61,321 (1989) and Ocean State Power, 43 FERC ¶ 61,466 (1988)) (Commission makes no jurisdictional determination but assumes jurisdiction in light of the need for expedited action); Nat’l Elec. Assocs. Ltd. P’ship, 80 FERC ¶ 62,116 at 64,191 & n.2 (1997) (same). 7 See Transactions Subject to FPA Section 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 (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”) (codified at 18 C.F.R. pts. 2, 33). 3 20150424-5254 FERC PDF (Unofficial) 4/24/2015 1:24:11 PM photovoltaic panels and electricity generating systems to residential, business, government and utility customers. The stock of SunPower is publicly traded on the NASDAQ exchange under the symbol SPWR. As of the date of this Application, Total Energies Nouvelles Activités USA (f/k/a Total Gas & Power USA, SAS), which is a wholly-owned subsidiary of Total S.A. (“Total”), owns approximately 60% of the issued and outstanding shares of SunPower’s common stock. No other entity directly or indirectly owns, controls, or holds, with power to vote, 10% or more of SunPower’s outstanding voting securities. Total is a leading multinational energy company with more than 97,000 employees and operations in more than 130 countries. Together with its subsidiaries and affiliates, Total is the fifth largest publicly-traded integrated international oil and gas company in the world.8 In the U.S., affiliates of Total own two FERC-regulated crude oil pipelines, and various natural gas and other product pipelines that are used to service Total’s industrial operations in Port Arthur, Texas. Affiliates of Total also have interests in qualifying cogeneration facilities in Texas. In the Transaction the Contributed Interests to be contributed by SunPower to OpCo will consist of SunPower’s ownership interests described below. 1. Solar Star XIII Solar Star XIII is a Delaware limited liability company formed for the purpose of developing, constructing, owning, and operating the Quinto Project, an approximately 135 MW9 photovoltaic generating facility in Merced County, California. The Quinto Project will be interconnected to the Pacific Gas and Electric Company (“PG&E”) transmission system within 8 Total, S.A., http://www.usa.total.com.
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