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First Wind NOV 25 2014 New York App.Pdf STATE OF NEW YORK PUBLIC SERVICE COMMISSION PETITION OF FIRST WIND HOLDINGS, LLC, FIRST WIND OPERATING COMPANY, LLC, FIRST WIND NORTHEAST COMPANY, LLC, Case 14-E- NORTHEAST WIND PARTNERS II, LLC, CSSW COHOCTON HOLDINGS, LLC, NEW YORK WIND, LLC, CANANDAIGUA POWER PARTNERS, LLC, CANANDAIGUA POWER PARTNERS II, LLC, NORTHEAST WIND HOLDINGS LLC, SUNEDISON, INC. AND TERRAFORM POWER, LLC, FOR A DECLARATORY RULING THAT PUBLIC SERVICE LAW SECTION 70 DOES NOT APPLY TO PROPOSED TRANSACTIONS JOINT PETITION FOR DECLARATORY RULING Ruth E. Leistensnider Leonard H. Singer Nixon Peabody LLP Couch White, LLP 677 Broadway, 10th Floor 540 Broadway Albany, New York 12207 P.O. Box 22222 Tel: (518)427-2650 Albany, New York 12201 Fax: (866)947-1299 Tel: (518)320-3406 Email: [email protected] Fax: (518)426-0376 Attorney for First Wind Petitioners Email: [email protected] Attorney for Northeast Wind Holdings LLC Martin Truong Sebastian Deschler General Counsel Senior Vice President and SunEdison, Inc. General Counsel 13736 Riverport Drive TerraForm Power, LLC Maryland Heights, Missouri 63043 12500 Baltimore Avenue Tel: (314) 770-7302 Beltsville, Maryland 20705 Email: [email protected] Tel: 443.909.7926 Attorney for SunEdison, Inc. Email: [email protected] Attorney for TerraForm Power, LLC Dated:November 25, 2014 4815-0442-8576.8 STATE OF NEW YORK PUBLIC SERVICE COMMISSION PETITION OF FIRST WIND HOLDINGS, LLC, FIRST WIND OPERATING COMPANY, LLC, FIRST WIND NORTHEAST COMPANY, LLC, Case 11-E- NORTHEAST WIND PARTNERS II, LLC, CSSW COHOCTON HOLDINGS, LLC, NEW YORK WIND, LLC, CANANDAIGUA POWER PARTNERS, LLC, CANANDAIGUA POWER PARTNERS II, LLC, NORTHEAST WIND HOLDINGS LLC, SUNEDISON, INC. AND TERRAFORM POWER, LLC, FOR A DECLARATORY RULING THAT PUBLIC SERVICE LAW SECTION 70 DOES NOT APPLY TO PROPOSED TRANSACTIONS JOINT PETITION FOR DECLARATORY RULING INTRODUCTION Pursuant to Part 8 of the Rules and Regulations of the Public Service Commission (the "Commission"), 16 NYCRR Part 8, First Wind Holdings, LLC ("First Wind"), First Wind Operating Company, LLC ("First Wind Operating"), First Wind Northeast Company, LLC ("First Wind Northeast"), Northeast Wind Partners II, LLC ("Northeast Wind Partners"), CSSW Cohocton Holdings, LLC, New York Wind, LLC, Canandaigua Power Partners, LLC ("CPP"), Canandaigua Power Partners II, LLC ("CPP 11") (collectively, the "First Wind Petitioners"), Northeast Wind Holdings LLC ("Northeast Wind Holdings"), SunEdison, Inc. ("SunEdison"), and TerraForm Power, LLC ("TerraForm") (collectively, "Petitioners") hereby petition the Commission for a declaratory ruling that Section 70 of the Public Service Law ("PSL") does not apply to a 4815-0442-8576.8 -2- series of proposed transactions which will result Northeast Wind Holdings selling its 49% interest in Northeast Wind Partners to First Wind Northeast, TerraForm acquiring all of the membership interests in First Wind Operating, and SunEdison acquiring all of the membership interests in First Wind (the "Proposed Transactions"). Petitioners respectfully submit that these Proposed Transactions should not be reviewed because each of the transactions involves a transfer of upstream ownership interests in lightly regulated wholesale merchant generating facilities and qualifies for the Wallkill presumption. Alternatively, Petitioners request the Commission to approve the proposed transactions pursuant to Section 70. Petitioners respectfully request that the Commission grant expedited review of this Petition so that the transactions contemplated herein are not impeded by any undue delay. BACKGROUND Description of the Petitioners First Wind Petitioners Petitioner First Wind is a limited liability company formed under the laws of the State of Delaware. D.E. Shaw MWP Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., currently each own approximately 45.9% of the voting interests in First Wind. The remaining approximately 8.2% of the voting interests in First Wind are held, in the aggregate, by entities or individuals. First Wind indirectly holds all of the membership interests in Petitioner First Wind Operating, which holds all of the membership interests in Petitioner First Wind Northeast Company, LLC, which in turn holds 51% of the membership interests in Petitioner 4815-0442-8576.8 -3- Northeast Wind Partners, which in turn indirectly holds all of the membership interests in Petitioner CSSW Cohocton Holdings, LLC, which in turn holds all of the membership interests in Petitioner New York Wind, LLC, which in turn holds all of the membership interests in Petitioners CPP and CPP 11. CPP and CPP II own and operate the Cohocton (87.5 MW) and Dutch Hill (37.5 MW) Wind Projects, respectively, in the Town of Cohocton, New York. Both CPP and CPP II are electric corporations within the meaning of PSL Section 2(13).' Each of the First Wind Petitioners is a limited liability company formed under the laws of the State of Delaware. First Wind also indirectly owns Niagara Wind Power, LLC ("Steel Winds"), and Erie Wind, LLC ("Steel Winds 11"). Steel Winds owns and operates a 20 MW wind project in Lackawanna, New York, and has obtained a declaratory ruling from the Commission that it is not an electric corporation within the meaning of PSL Section 2(13). Steel Winds II owns and operates a 15 MW wind project in Lackawanna, New York, and has also obtained a declaratory ruling from the Commission that it is not an electric corporation within the meaning of PSL Section 2(13).3 First Wind and/or its founding principals have focused exclusively on renewable energy development, financing, construction, operation and ownership since 1995. First Wind's subsidiaries operate approximately 1,024 MW of generating facilities throughout 1 Case 07-E-0138, Canandaigua Power Partners, LLC, Order Granting Certificates of Public Convenience and Necessity, Providing for Lightened Regulation, and Approving Financing (Issued and Effective August 16, 2007); Case 07-E-1003, Canandaigua Power Partners II, LLC, Order Providing for Lightened Regulation and Approving Financing (Issued and Effective January 17, 2008). 2 Case 06-E-1203, Steel Winds Project LLC and Steel Winds LLC, Declaratory Ruling on Electric Corporation Jurisdiction (Issued and Effective December 13, 2006). 3 Case 10-E-0260, Steel Winds LLC, et al, Declaratory Ruling on Restoration of Qualifying Facility Status (Issued and Effective July 19, 2010). 4815-0442-8576.8 -4- the United States, and have an additional 198 MW of renewable generating facilities currently under construction. As relevant herein, in addition to its New York projects discussed above First Wind subsidiaries own and operate approximately 232.4 MW of generating capacity within the ISO New England, Inc. ("ISO-NE") balancing area authority, consisting of the following projects: the Bull Hill Project in Maine (34.2 MW) the Stetson I (57 MW) and Stetson Wind II Projects (25.5 MW) in Maine, the Rollins Project in Maine (60 MW), the Sheffield Project in Vermont (40 MW), and 15.7 MW in several solar generating facilities in Massachusetts. First Wind's subsidiaries have numerous other North American renewable energy projects in development. First Wind does not own or operate any generating capacity within the PJM Interconnection, LLC ("PJM") balancing area authority. A chart showing First Wind's generating facilities in New York and ISO-NE is attached hereto as Exhibit A. Northeast Wind Holdings, LLC. Northeast Wind Holdings is a Delaware limited liability company and is an indirect, wholly-owned subsidiary of Emera, Inc. ("Emera"). Northeast Wind Holdings, LLC holds 49% of the membership interests in Northeast Wind Partners.4 Emera is a diversified energy and services company headquartered in Halifax, Nova Scotia, and owns, in whole or in part, and either directly or indirectly, Emera Maine (formerly Bangor Hydro Electric Company and Maine Public Service Company), Maine Electric Power Company, Inc. ("MEPCO"), Chester SVC Partnership, and Nova Scotia Power The Commission approved the acquisition of a 49% interest in Northeast Wind Partners in Case 1 l-E-0253, First Wind Holdings, LLC, Order Accepting Compliance Filing (Issued and Effective August 20, 2012) 4815-0442-8576,8 -5- Inc. Other than its interest in Northeast Wind Partners, Emera does not own, directly or indirectly, any generation capacity in New York. An organization chart setting forth the ownership structure for the First Wind New York projects, including Northeast Wind Holdings' 49% interest in Northeast Wind Partners, is attached hereto as Exhibit B. SunEdison. Inc. and TerraForm Power, LLC TerraForm, a Delaware limited liability company, owns a portfolio of behind-the- meter and utility scale solar projects throughout the United States, as well as Canada, the United Kingdom and Chile. TerraForm is managed by TerraForm Power, Inc. SunEdison, through its wholly-owned subsidiary, SunEdison Holdings Corporation, owns all of the Class B common stock of TerraForm Power, Inc., which confers a 94.7% voting interest in TerraForm Power, Inc. TerraForm Power Inc. is a publicly-traded company, and is listed on the NASDAQ stock exchange; other than SunEdison, no person or other entity owns ten percent or more of the voting securities of TerraForm Power, Inc. SunEdison, Inc., formerly known as MEMC Materials, Inc., is a publicly-traded company that is one of the world's leading developer of solar energy projects and seller of photovoltaic energy solutions and a global leader in the development, manufacture
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