UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Indianapolis Power & Light Company ) Docket No. EC15-___-000 CDP Infrastructure Fund GP ) APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION PUBLIC VERSION PRIVILEGED AND CONFIDENTIAL INFORMATION OMITTED PURSUANT TO 18 C.F.R. § 388.112 Catherine P. McCarthy William B. Conway Jr. Bracewell & Giuliani LLP James P. Danly 2000 K Street N.W. Skadden, Arps, Slate, Suite 500 Meagher & Flom LLP Washington, D.C. 20006 1440 New York Avenue N.W. Tel: (202) 828-5839 Washington, DC 20005 [email protected] Tel: (202) 371-7135 [email protected] Counsel for CDP Infrastructure Fund GP Counsel for Indianapolis Power & Light Company Paul Freedman Senior Corporate Counsel The AES Corporation 4300 Wilson Blvd. Arlington, VA 22203 Tel: (703) 682-1159 [email protected] December 23, 2014 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Indianapolis Power & Light Company ) Docket No. EC15-___-000 CDP Infrastructure Fund GP ) APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT AND REQUEST FOR EXPEDITED ACTION Pursuant to sections 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 Indianapolis Power & Light Company (“IPL”), an indirect, wholly owned subsidiary of The AES Corporation (“AES”) and traditional public utility subject to the Commission’s jurisdiction, and CDP Infrastructure Fund GP (“CDP Fund” and together with IPL the “Applicants”) submit this application (“Application”) requesting authorization for a financial transaction in which CDP Fund will purchase minority interests in the common stock of two of IPL’s intermediate parent companies (the “Transaction”). I. REQUEST FOR EXPEDITED CONSIDERATION Applicants request that the Commission provide for a 21-day comment period 3 and further request the issuance of an order approving the Transaction no later than January 31, 2015 which will allow 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 1 16 U.S.C. § 824b(a)(1). 2 18 C.F.R. pt. 33. 3 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 (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”). 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. REQUEST FOR PRIVILEGED AND 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 Purchase and Sale Agreement and the Subscription Agreement, both dated December 14, 2014, pursuant to which the proposed Transaction will occur. 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: Catherine P. McCarthy William B. Conway Jr. Bracewell & Giuliani LLP Skadden, Arps, Slate, 2000 K Street N.W. Meagher & Flom LLP Suite 500 1440 New York Avenue N.W. Washington, DC 20006 Washington, DC 20005 Tel: (202) 828-5839 Tel: (202) 371-7135 [email protected] [email protected] As required by the Commission’s regulations, 4 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 4 See 18 C.F.R. § 33.8. 2 protective order is identical to the Commission’s Model Protective Order. III. DESCRIPTION OF THE APPLICANTS A. IPL, AES and Affiliates AES, a Delaware corporation, is a global power company that owns and operates both traditional utility and competitive generating business segments. AES’s worldwide assets include electric generation, transmission, and distribution facilities in 20 countries on five continents that generate annual revenues of approximately $16 billion and employ 17,800 people. In the United States, AES indirectly owns and operates over 11,700 MW of electric generation through competitive generating subsidiaries and two traditional utilities, IPL and The Dayton Power and Light Company. AES is a holding company under the Public Utility Holding Company Act of 2005 (“PUHCA 2005”). IPL, an Indiana corporation, operates within the geographic footprint of the Midcontinent Independent System Operator, Inc. (“MISO”) as a traditional, vertically-integrated electric utility primarily engaged in the generation, transmission, and distribution of electric power to retail customers in metropolitan Indianapolis and portions of other surrounding central Indiana communities. IPL owns and operates electric generating stations with an aggregate capacity of approximately 3,100 MW (summer rating), and these stations are the only electric generation facilities controlled by AES, IPL or their affiliates within the MISO balancing authority area (“BAA”). IPL’s electric transmission system is under the operational control of MISO and consists of 345 kV, 138 kV, and 34.5 kV lines designed and constructed to transfer IPL’s generation to serve retail load. IPL has no captive or bundled wholesale customers, and IPL has 3 received FERC authorization to make wholesale sales of electric energy at market-based rates. 5 IPL’s retail operations are subject to regulation by the Indiana Utility Regulatory Commission (“IURC”). All of the common stock of IPL is indirectly owned by AES through a chain of intermediate holding companies. AES owns 100% of the membership interests in AES U.S. Holdings, LLC (“AES Holdings”), a Delaware limited liability company, and AES Holdings in turn owns 100% of the stock of AES U.S. Investments, Inc. (“AES Investments”), an Indiana corporation. AES Investments owns 100% of the stock of IPALCO Enterprises, Inc. (“IPALCO”), an Indiana corporation, and IPALCO in turn owns 100% of the common stock of IPL. AES Holdings and AES Investments have recently been interposed in the ownership chain of IPL for purposes of the Transaction pursuant to the blanket authorization for corporate reorganizations under 18 C.F.R. § 33.1(c)(6). IPL is the sole material asset of AES Holdings, AES Investments and IPALCO. B. CDP Fund and U.S. Energy Investments CDP Fund is a New York general partnership and investment fund that holds a variety of energy investments in the U.S. CDP Fund is a wholly-owned subsidiary of Caisse de dépôt et placement du Québec (“the Caisse”). The Caisse, which manages public and private pension funds in the Province of Québec, was founded in 1965 by an act of the National Assembly of Canada and is organized under the laws of Québec. 5 See Indianapolis Power & Light Co. , 90 FERC ¶ 61,180 (2000); Indianapolis Power & Light Co. , Docket No. ER00-1026-001, Unpublished Letter Order (May 16, 2000). 4 The Caisse owns an indirect, controlling interest in Gaz Métro Limited Partnership (“Gaz Métro”), the principal distributor of natural gas in the Province of Québec. Gaz Métro in turn owns (i) an indirect 100% ownership interest in Green Mountain Power Corporation, a vertically integrated electric utility in the state of Vermont that has interests in several FERC-jurisdictional entities operating in New England and is subject to regulation by the Vermont Public Service Board, (ii) an indirect 100% ownership interest in Vermont Gas Systems, Inc., a local distribution company engaged in the distribution of natural gas in Vermont subject to regulation by the Vermont Public Service Board, and (iii) a minority interest in Portland Natural Gas Transmission System, an interstate pipeline with pipeline facilities in Maine and adjacent areas of eastern New England. The Caisse also indirectly owns interests in upstream oil and natural gas working interests or facilities in the U.S. and a 16.55% indirect, ownership interest in Colonial Pipeline Company. The Colonial pipeline system delivers liquid petroleum products (including but not limited to gasoline, diesel fuel and home heating oil) from supply centers in the Gulf Coast to customers located on the Eastern seaboard of the United States. Finally, the Caisse owns indirect, non-controlling interests in various public utilities throughout the U.S. The only direct or indirect interests of the Caisse, or any of its affiliates including CDP Fund, in electric generation in the MISO market that exceed 9.99% result from the Caisse’s ownership of an indirect 24.73% ownership interest in Invenergy Wind LLC (“Invenergy Wind”), a developer, owner and operator of wind projects. Within the MISO BAA, Invenergy Wind indirectly owns, wholly or partially, the following public utilities: Bishop Hill Energy III 5 LLC, 6 Bishop Hill Interconnection LLC, 7 California Ridge Wind Energy LLC, 8 Forward Energy LLC, 9 Gratiot County Wind LLC 10 and Gratiot County Wind II LLC. 11 These companies own a 6 Bishop Hill Energy III LLC (“BH III”) is developing and plans to construct, own and operate wind- powered electric generation facilities of up to 136 MW (nameplate) that will be located in Henry County, Illinois.