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NRG EME OCT 25 2013 FERC App.Pdf

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NRG EME OCT 25 2013 FERC App.Pdf 20131025-5066 FERC PDF (Unofficial) 10/25/2013 12:53:21 PM King & Spalding LLP 1700 Pennsylvania Avenue, N.W. Washington, D.C. 20006-4706 www.kslaw.com Main Telephone: (202) 737-0500 Main Fax: (202) 626-3737 October 25, 2013 VIA EFILING Kimberly D. Bose Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426 Re: NRG Energy Holdings Inc. and Edison Mission Energy and its Public Utility Subsidiaries, Joint Application for Approval under Section 203 of the Federal Power Act, Docket No. EC14- -000 Dear Secretary Bose: Enclosed for filing please find the joint application (the “Application”) pursuant to Section 203 of the Federal Power Act (the “FPA”)1 and Part 33 of the regulations of the Federal Energy Regulatory Commission (the “Commission”)2 of NRG Energy Holdings Inc. (“Holdings”) and Edison Mission Energy (“EME”) and its public utility subsidiaries (collectively, “Applicants”) for all FPA Section 203 approvals deemed to be required in connection with a transaction whereby Holdings will acquire substantially all of the assets of EME, including EME’s direct and indirect interests in its public utility subsidiaries, in exchange for cash and stock (the “Transaction”). Applicants respectfully request that the Commission issue an order approving the Transaction on or before January 31, 2014. Two CD-ROMs containing workpapers underlying the analysis performed by John R. Morris, Ph.D. of Economists Incorporated are being separately delivered to the Commission. Applicants will be requesting confidential treatment of one of these CD-ROMs, which contains the electronic files with a proprietary model and generation data inputs used to perform the analysis, in accordance with Section 388.112 of the Commission’s regulations.3 The model was developed on a proprietary basis, and the generation data inputs include 1 16 U.S.C. § 824b (2006). 2 18 C.F.R. Pt. 33 (2013). 3 18 C.F.R. § 388.112 (2013). 20131025-5066 FERC PDF (Unofficial) 10/25/2013 12:53:21 PM Kimberly D. Bose October 25, 2013 Page 2 commercially sensitive information about Applicants’ facilities. This information is not generally available to the public, and is exempt from the mandatory public disclosure requirements of the Freedom of Information Act.4 In accordance with Section 388.112(b)(2)(ii) of the Commission’s regulations,5 Applicants have provided, in Attachment 3 to the Application, a proposed Protective Order pursuant to which other parties will have access to the non-public materials. The proposed Protective Order is a modified version of the Commission’s Model Protective Order, which creates a new class of protected materials, “Highly Sensitive Protected Materials,” and is substantively identical to Protective Orders used in other Commission proceedings.6 Notwithstanding the proposed Protective Order, the non-public materials should be treated as privileged materials reviewable by Commission Staff. The non-public materials are marked “CONTAINS PRIVILEGED MATERIAL” and “DO NOT RELEASE.” Thank you for your consideration of this matter. Please do not hesitate to contact counsel listed below with any questions. Very truly yours, /s/ David G. Tewksbury Grace Su Counsel for NRG Energy Holdings Inc. Enclosures cc: Steve P. Rodgers (FERC Staff) Andrew P. Mosier, Jr. (FERC Staff) 4 5 U.S.C. § 552 (2006). 5 18 C.F.R. § 388.112(b)(2)(ii) (2013). 6 See, e.g., Astoria Generating Co., L.P. v. New York Indep. Sys. Operator, Inc., 136 FERC ¶ 61,155 (2011) (“Astoria Generating”). The proposed protective order differs from that adopted in Astoria Generating in one non-material respect: it includes a separate form of non-disclosure agreement for “Competitive Duty Personnel,” who would not have access to Highly Sensitive Protected Materials, in order to minimize the risk of confusion about which individuals are entitled to see which materials. Applicants have also added a new defined term “Non-Disclosure Certificate for Competitive Duty Personnel” in paragraph 8(b) of the Protective Order and incorporated this new defined term into paragraph (17) of the Protective Order. 20131025-5066 FERC PDF (Unofficial) 10/25/2013 12:53:21 PM UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION NRG Energy Holdings Inc. ) Edison Mission Energy and its Public ) Docket No. EC14-___-000 Utility Subsidiaries ) JOINT APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT Pursuant to Section 203 of the Federal Power Act (“FPA”)1 and Part 33 of the regulations of the Federal Energy Regulatory Commission (“FERC” or the “Commission”),2 NRG Energy Holdings Inc. (“Holdings”) and Edison Mission Energy (“EME”) and its subsidiaries that are “public utilities” under Section 201 of the FPA3 (the “EME Public Utilities”)4 (collectively, “Applicants”) hereby submit this application (this “Application”) requesting such FPA Section 203 approvals as may be deemed to be required in connection with a transaction whereby Holdings will acquire substantially all of EME’s assets, including EME’s direct and indirect interests in the EME Public Utilities and other generation-owning entities, in exchange for cash and stock (the “Transaction”).5 As demonstrated herein, the Transaction satisfies the 1 16 U.S.C. § 824b (2006). 2 18 C.F.R. Pt. 33 (2013). 3 16 U.S.C. § 824 (2006). 4 The term “EME Public Utilities” does not include subsidiaries of EME that are qualifying facilities (“QFs”), as defined in Section 292.101(b)(1) of the Commission’s regulations, 18 C.F.R. § 292.101(b)(1) (2013), and that are exempt from FPA Section 203. See 18 C.F.R. § 292.601(c) (2013). 5 Specifically, Applicants seek Commission approval under FPA Sections 203(a)(1)(A) and 203(a)(1)(B), 16 U.S.C. §§ 824b(a)(1)(A), 824b(a)(1)(B) (2006), for the changes in control over the EME Public Utilities and their FERC-jurisdictional assets that will occur as a result of the Transaction. The Transaction should not require approval under Section 203(a)(2) of the FPA, 16 U.S.C. § 824b(a)(2) (2006), because Holdings is not currently a holding company. See The Goldman Sachs Group, Inc., 114 FERC ¶ 61,118 at PP 13-15, on reh’g, 115 FERC ¶ 61,303 (2006). Moreover, even if FPA Section 203(a)(2) applied to indirect acquisitions, any approval required would be provided by the blanket 20131025-5066 FERC PDF (Unofficial) 10/25/2013 12:53:21 PM requirements of Section 203 of the FPA and the Commission’s Part 33 regulations because the Transaction is consistent with the public interest 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. I. REQUEST FOR APPROVAL BY JANUARY 31, 2014 AND FOR A SHORTENED COMMENT PERIOD Applicants respectfully request the issuance of an order approving this Application on or before January 31, 2014 and a shortened comment period of 30 days in order to allow for approval by that date. Approval of this Application will facilitate the timely reorganization of EME and certain of its subsidiaries (collectively, the “EME Debtors”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”)6 and certain payments to their creditors under a proposed plan of reorganization (the “Plan”) expected to be filed with the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”) by mid- November 2013. The Transaction is the linchpin of the Plan, which would resolve issues in the Chapter 11 proceedings that commenced on December 17, 2012.7 Timely implementation of the Plan will allow the EME to make payments to creditors and to exit from bankruptcy during the first part of authorization in Section 33.1(c)(8) of the Commission’s regulations, 18 C.F.R. § 33.1(c)(8) (2013), because Holdings’s parent, NRG Energy, Inc. (“NRG”), is a holding company solely with respect to exempt wholesale generators (“EWGs”), QFs and foreign utility companies (“FUCOs”) and, through the Transaction, will only be acquiring additional interests in EWGs, QFs and FUCOs through the Transaction. 6 11 U.S.C. §§ 101, et seq. (2006). 7 The EME Debtors’ voluntary petitions for relief under Chapter 11 of the Bankruptcy Code and other information on the EME Debtors’ bankruptcy proceedings is available at: http:// edisonmissionrestructuring.com/index.php. 2 20131025-5066 FERC PDF (Unofficial) 10/25/2013 12:53:21 PM 2014.8 The Plan is supported by major stakeholders in the bankruptcy proceedings, including the Official Committee of Unsecured Creditors of EME (the “Committee”)9 and an ad hoc group of holders of the EME Debtors’ debt securities.10 Implementation of the Plan, including the Transaction, would also moot issues pending before the Commission since May 2013 in Docket No. EC13-103-000. In that docket, one of the EME Debtors, Midwest Generation, LLC (“Midwest Gen”), filed an application11 for FPA Section 203 authorization to relinquish control over FERC-jurisdictional facilities in connection with Midwest Gen’s possible rejection of certain leases pursuant to Section 365 of the Bankruptcy Code.12 Under the leases, Midwest Gen controls the Powerton Station, an approximately 1,538 MW (summer rating) coal-fired generating facility in Tazewell County, Illinois, and Units 7 and 8 at the Joliet Station (the “Joliet 7&8 Units”), coal-fired generating units in Will County, Illinois with combined generating capacity of approximately 1,036 MW (summer rating).13 As part of the Plan, Midwest Gen would assume, and thus remain obligated 8 Although the Plan has not yet been filed with the Bankruptcy Court, a term sheet describing the Plan was filed with the Bankruptcy Court on October 18, 2013.
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