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Lindahl Wind NOV 2 2016 App.Pdf

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Lindahl Wind NOV 2 2016 App.Pdf PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 L INDAHL W IND P ROJECT, 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: Lindahl Wind PRoject, LLC, EC17- -000 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 “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 Lindahl Wind Project, LLC (“Lindahl” or “Applicant”). Applicant respectfully requests 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. #4851-8560-9529 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 Applicant respectfully requests 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 Lindahl’s wind energy project. 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 Applicant. 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 Lindahl Wind Project, LLC OHSUSA:766008631.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Lindahl Wind Project, 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:766008631.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Lindahl Wind Project, 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 Lindahl Wind Project, LLC (“Lindahl” or the “Applicant”), submits this 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 of 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; and (3) cause SubCo to indirectly acquire 100% of the Class A membership interests in Lindahl. The transaction is structured more specifically as follows: currently, Enel Kansas owns 100% of the membership interests in Lindahl Wind Holdings, LLC (“Wind Holdings”). Wind Holdings owns 100% of the controlling Class A membership interests in Lindahl. The passive, 1 16 U.S.C. § 824b(a)(1). 2 18 C.F.R. Part 33. 2 OHSUSA:766008631.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 non-controlling Class B membership interests in Lindahl will be held one hundred percent (100%) by a tax equity investor, in a transaction for which the Section 203 application is pending before the Commission.3 In the instant Transaction, SubCo will acquire, from Enel Kansas, one hundred percent (100%) of the membership interests inWind Holdings. Wind Holdings will continue to own the Class A membership interests in Lindahl. 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 completed, Enel NA will indirectly hold day-to-day control over Lindahl and EFS Green Power Holdings, LLC, an indirect affiliate of GE EFS (“EFS GPH”) will hold indirect passive interests in Lindahl. The Transaction will have no impact on the tax equity investor’s Class B membership interests in Lindahl, and the tax equity investor will not change. I. REQUEST FOR EXPEDITED CONSIDERATION Applicant requests that the Commission provide for a 21-day comment period4 and further requests 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 3 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 Oct. 17, 2016). 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”). 3 OHSUSA:766008631.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 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, Applicant requests 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 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 Applicant and other parties. Applicant is electronically filing confidential and public versions of this Application and ask that the confidential version be placed in the Commission’s non-public files. Applicant understands 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: 5 As required by Order No. 642, Applicant’s 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. 4 OHSUSA:766008631.1 PUBLIC VERSION – PRIVILEDGED AND CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R § 388.112 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 Applicant has 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. III. DESCRIPTION OF THE APPLICANT AND RELATED PARTIES A.
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