UNITED STATES OF AMERICA
`BEFORE THE
`FEDERAL ENERGY REGULATORY COMMISSION
`
`LS Power Marketing, LLC
`Armstrong Power, LLC
`Aurora Generation, LLC
`Bath County Energy, LLC
`Bolt Energy Marketing, LLC
`Buchanan Energy Services Company, LLC
`Buchanan Generation, LLC
`Centrica Business Solutions Optimize, LLC
`Chambersburg Energy, LLC
`Columbia Energy LLC
`Doswell Limited Partnership
`Enerwise Global Technologies, LLC
`dba CPower
`Gans Energy, LLC
`Helix Ironwood, LLC
`Helix Maine Wind Development, LLC
`Helix Ravenswood, LLC
`Hummel Station, LLC
`LifeEnergy, LLC
`LSP University Park, LLC
`Ocean State Power LLC
`REV Energy Marketing, LLC
`Riverside Generating Company, L.L.C.
`Rockford Power, LLC
`Rockford Power II, LLC
`Rolling Hills Generating, L.L.C.
`Seneca Generation, LLC
`Springdale Energy, LLC
`Troy Energy, LLC
`University Park Energy, LLC
`Wallingford Energy LLC
`West Deptford Energy, LLC
`Yards Creek Energy, LLC
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`Docket No. ER10-2739-___
`Docket No. ER14-1219-___
`Docket No. ER16-1732-___
`Docket No. ER17-993-___
`Docket No. ER20-660-___
`Docket No. ER18-95-___
`Docket No. ER10-2729-___
`Docket No. ER21-202-___
`Docket No. ER17-989-___
`Docket No. ER10-1892-___
`Docket No. ER10-1854-___
`Docket No. ER22-425-___
`Docket No. ER17-990-___
`Docket No. ER17-1946-___
`Docket No. ER17-1947-___
`Docket No. ER17-1948-___
`Docket No. ER21-1133-___
`Docket No. ER16-1652-___
`Docket No. ER11-3320-___
`Docket No. ER14-2548-___
`Docket No. ER22-1241-___
`Docket No. ER10-2744-___
`Docket No. ER16-2406-___
`Docket No. ER16-2405-___
`Docket No. ER10-1618-___
`Docket No. ER13-2316-___
`Docket No. ER17-992-___
`Docket No. ER10-2678-___
`Docket No. ER10-1631-___
`Docket No. ER11-3321-___
`Docket No. ER14-19-___
`Docket No. ER20-1440-___
`
`UPDATED MARKET POWER ANALYSIS
`
`Pursuant to Section 35.37(a)(1) of the regulations of the Federal Energy Regulatory
`
`Commission (the “Commission”),1 the above-captioned indirect subsidiaries of LS Power
`
`
`18 C.F.R. § 35.37(a)(1) (2022).
`
`1
`
`

`

`Development, LLC (“LSP Development”) with market based-rate authority that own or control
`
`generation in the Northeast region, as defined in Appendix D to Order No. 697,2 or that are power
`
`marketers authorized to make sales in the Northeast region (the “LS Northeast MBR Sellers”)
`
`hereby submit for filing their joint triennial market power update for the Northeast region. As
`
`discussed below, the LS Northeast MBR Sellers continue to satisfy the Commission’s tests for
`
`market-based rate authorization in the Northeast region.
`
`I.
`
`COMMUNICATIONS
`
`All correspondence, communications, pleadings, and other documents related to this filing
`
`should be addressed to the following persons:
`
`Neil L. Levy
`MCDERMOTT WILL & EMERY LLP
`The McDermott Building
`500 North Capitol Street, NW
`Washington, DC 20001
`(202) 756-8080
`(202) 756-8087 (facsimile)
`nlevy@mwe.com
`
`Jeffrey Wade
`Chief Compliance Officer
`LS Power Group
`1700 Broadway, 35th Floor
`New York, NY 10019
`(212) 547-2914
`jwade@lspower.com
`
`II.
`
`DESCRIPTION OF THE LS NORTHEAST MBR SELLERS AND OTHER
`RELEVANT ENTITIES
`A.
`
`LSP Development and the LS Northeast MBR Sellers
`
`As discussed in greater detail below, each of the LS Northeast MBR Sellers is an indirect
`
`subsidiary of LSP Development. LSP Development is a Delaware limited liability company. The
`
`interests in LSP Development are owned by individuals, only two of whom, Paul Segal and
`
`
`2
`Market-Based Rates for Wholesale Sales of Electric Energy, Capacity and Ancillary Servs. by Pub.
`Utils., Order No. 697, 119 FERC ¶ 61,295 (“Order No. 697”), clarified, 121 FERC ¶ 61,260 (2007), on
`reh’g, Order No. 697-A, 123 FERC ¶ 61,055, clarified, 124 FERC ¶ 61,055, on reh’g, Order No. 697-B,
`125 FERC ¶ 61,326 (2008), on reh’g, Order No. 697-C, 127 FERC ¶ 61,284 (2009), on reh’g, Order
`No. 697-D, 130 FERC ¶ 61,206 (2010), clarified, 131 FERC ¶ 61,021 (2010), aff’d sub nom. Montana
`Consumer Counsel v. FERC, 659 F.3d 910 (9th Cir. 2011), cert. denied Public Citizen, Inc. v. FERC,
`133 S. Ct. 26 (2012).
`
`2
`
`

`

`Theodore Segal, currently own interests of 10 percent or more. Mikhail Segal serves as manager
`
`of LSP Development and, in that capacity, may be deemed to control LSP Development. None of
`
`these three individuals owns, controls, or holds with power to vote 10 percent or more of the voting
`
`interests, or sits on the board, of any energy company that is not controlled, directly or indirectly,
`
`by LSP Development.
`
`LSP Development is the general partner of LS Power Associates, L.P. (“LSP Associates”)
`
`and the principal operating company (i.e., the employer of the majority of the staff) of its controlled
`
`subsidiaries. Through the LS Northeast MBR Sellers and various other subsidiaries, LSP
`
`Development develops, owns, and operates independent power projects and merchant transmission
`
`projects in the United States.
`
`The individual LS Northeast MBR Sellers are described in more detail below.
`
`1.
`
`LS Power Marketing, LLC (“LSP Marketing”)
`
`LSP Marketing is a power marketer.3 All of the membership interests of LSP Marketing
`
`are owned by LSP Generation IV, LLC (“LSP Generation IV”), all of whose membership interests
`
`are owned by LSP Associates. The equity interests of LSP Associates are owned by: (1) LSP
`
`Development,4 as the sole general partner; (2) LS Power Holdings, LP (“LS Power Holdings”),
`
`which owns economic limited partnership interests; (3) LS Power Capital, LP (“LS Power
`
`Capital”), which owns economic limited partnership interests; and (4) Segal Gen Opps, LP (“Segal
`
`Gen Opps”), which owns economic limited partnership interests. The limited partnership interests
`
`
`3
`See LS Power Mktg., LLC, Docket No. ER96-1947-000 (Aug. 5, 1996) (unreported) (granting
`market-based rate authority).
`4
`LSP Development’s upstream ownership is described above in Section II.A.
`
`3
`
`

`

`in LSP Associates have previously been demonstrated to be passive interests conveying limited
`
`consent rights comparable to those held by passive investors in AES Creative Resources, Inc.5
`
`2.
`
`Armstrong Power, LLC (“Armstrong”)
`
`Armstrong is an exempt wholesale generator (“EWG”) that owns and operates an
`
`approximately 671 MW (summer rating) natural gas-fired generating facility in Armstrong County,
`
`Pennsylvania (PJM Interconnection, L.L.C. (“PJM”) market).6
`
`All of the ownership interests of Armstrong are owned by Spruce Generation Funding,
`
`LLC (“Spruce Funding”), all of whose membership interests are owned by Spruce Generation
`
`Holdings, LLC (“Spruce Holdings”). All of the membership interests of Spruce Holdings are
`
`owned by Spruce Generation, LLC, all of whose membership interests are owned by Granite
`
`Generation, LLC (“Granite Generation”). All of the membership interests of Granite Generation
`
`are owned by Granite Generation Holdings, LLC, all of whose membership interests are owned by
`
`Granite Energy, LLC (“Granite Energy”). All of the membership interests of Granite Energy are
`
`owned by LS Power Equity Partners III, LP (“LSP Equity Partners III”), whose equity interests are
`
`owned by: (1) LS Power Partners III, LP (“LSP Partners III”), as the sole general partner; (2) LSP
`
`Members Fund III Feeder, LLC, as a limited partner; (3) LS Power Fund III Feeder 1, LP, as a
`
`limited partner; (4) LS Power Fund III Feeder 2 BL, Inc., as a limited partner; and (5) LS Power
`
`Fund III Feeder 3 BL, Inc., as a limited partner. The limited partnership interests in LSP Equity
`
`
`5
`129 FERC ¶ 61,239 at P 26 (2009) (“AES Creative”). See Application for Market-Based Rate
`Authorization under Section 205 of the Federal Power Act and Request for Waivers and Blanket Approvals,
`Attachment D, Docket No. ER21-1505-000 (filed Mar. 23, 2021), accepted, Diablo Energy Storage, LLC,
`Docket No. ER21-1505-001 (Aug. 12, 2021) (unreported) (“Diablo”). These limited partnership interests
`do not give the holders any rights to appoint non-independent directors to LSP Associates’ board of
`directors and thus are passive notwithstanding the Commission’s recent order in Evergy Kan. Cent., Inc.,
`181 FERC ¶ 61,044 (2022) (“Evergy”).
`6
`See Armstrong Energy LLC, 89 FERC ¶ 62,099 (1999) (granting EWG status); Dresden Energy,
`LLC, 97 FERC ¶ 61,277 (2001) (“Dresden”) (granting market-based rate authority).
`
`4
`
`

`

`Partners III have previously been demonstrated to be passive interests conveying limited consent
`
`rights comparable to those held by passive investors in AES Creative.7
`
`The equity interests of LSP Partners III are owned by: (1) LS Power Fund III GP (“LSP
`
`Fund III”), as the sole general partner; and (2) various limited partners. The limited partnership
`
`interests in LSP Partners III have previously been demonstrated to be passive interests conveying
`
`limited consent rights comparable to those held by passive investors in AES Creative.8 All of the
`
`membership interests of LSP Fund III GP are owned by LSP Development.9
`
`3.
`
`Aurora Generation, LLC (“Aurora”)
`
`Aurora is an EWG that owns and operates the Aurora Generating Station, an approximately
`
`941 MW (summer rating) natural gas-fired generation facility in Du Page County, Illinois (PJM
`
`market).10
`
`All of the membership interests of Aurora are owned by RA Generation Funding, LLC
`
`(“RA Funding”), all of whose membership interests are owned by RA Generation Holdings, LLC
`
`
`7
`See Application for Market-Based Rate Authorization under Section 205 of the Federal Power Act
`and Request for Waivers and Blanket Approvals, Attachment B, Docket No. ER20-1440-000 (filed Mar. 30,
`2020) (the “ER20-1440 Application”), accepted, Yards Creek Energy, LLC, Docket No. ER20-1440-000
`(May 22, 2020) (unreported) (“Yards Creek”). These limited partnership interests do not give the holders
`any rights to appoint non-independent directors to LSP Equity Partners III’s board of directors and thus are
`passive notwithstanding the Commission’s recent order in Evergy. As indicated in the ER20-1440
`Application, the limited partners exercise certain of their consent rights over major corporate actions
`through their representatives on an advisory board, but those rights are limited rights consistent with the
`consent rights of the passive investors in AES Creative. See id. at 3-4.
`8
`See ER20-1440 Application, Attachment C. These limited partnership interests do not give the
`holders any rights to appoint non-independent directors to LSP Partners III’s board of directors and thus
`are passive notwithstanding the Commission’s recent order in Evergy.
`9
`LSP Development’s upstream ownership is described above in Section II.A.
`10
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG17-102-
`000 (filed May 18, 2016); Beacon Solar 1, LLC, Notice of Effectiveness of Exempt Wholesale Generator
`Status, Docket Nos. EG16-90-000, et al. (Aug. 8, 2016) (unreported); Aurora Generation, LLC, Docket
`No. ER16-1732-000 (July 7, 2016) (unreported) (granting market-based rate authority).
`
`5
`
`

`

`(“RA Holdings”). All of the membership interests of RA Holdings are owned by RA Generation,
`
`LLC, all of whose membership interests are owned by Granite Generation.11
`
`4.
`
`Bath County Energy, LLC (“Bath County”)
`
`Bath County is an EWG that owns a 23.75 percent undivided interest in the approximately
`
`3,015 MW (summer rating) Bath County Pumped Storage Station, a licensed hydroelectric facility
`
`(Project No. 2716) in Bath County, Virginia (PJM market; AP South sub-market).12
`
`All of the membership interests of Bath County are owned by Bath County Energy
`
`Holdings LLC, all of whose membership interests are owned by Aspen Generating, LLC (“Aspen
`
`Generating”). All of the membership interests of Aspen Generating are owned by Fund III REV
`
`Renewables Holdco, LLC (“REV Fund III Holdco”). All of the membership interests of REV
`
`Fund III Holdco are owned by REV Renewables Holdco, LLC (“REV Holdco”), all of whose
`
`membership interests are owned by REV Renewables Intermediary, LLC (“REV Intermediary”).
`
`All of the membership interests of REV Intermediary are owned by REV Renewables Holdings,
`
`LLC, all of whose membership interests are owned by REV Renewables, LLC (“REV
`
`Renewables”). The membership interests of REV Renewables are owned by: (1) REV
`
`Renewables Fund III Holdings, LLC (“REV Fund III”), (2) REV Renewables Fund IV AIV
`
`Holdings, LLC (“REV Fund IV”), (3) REV Gen IV Holdings, LLC (“REV Gen IV”); (4) Bolt
`
`Energy Investment Holdings, LLC (“Bolt Investment Holdings”), (5) REV Renewables Bolt AIV
`
`Holdings, LLC (“REV Bolt AIV”), and (6) Grid Solution II LLC (“Grid Solution II”).
`
`
`11
`Granite Generation’s upstream ownership is described above in Section II.A.2.
`12
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG17-68-000
`(filed Feb. 17, 2017); Flat Top Wind I, LLC, Notice of Effectiveness of Exempt Wholesale Generator Status,
`Docket Nos. EG17-56-000, et al. (May 8, 2017) (unreported) (“Flat Top”); Chambersburg Energy, LLC,
`Docket Nos. ER17-989-000, et al. (Apr. 11, 2017) (unreported) (“Chambersburg”) (granting market-based
`rate authority).
`
`6
`
`

`

`a.
`
`REV Fund III
`
`All of the membership interests of REV Fund III are held by LSP Equity Partners III.13
`
`b.
`
`REV Fund IV
`
`All of the membership interests of REV Fund IV are owned by LS Power Equity
`
`Partners IV AIV, LP (“LSP Equity Partners IV AIV”), whose equity interests are owned by
`
`LS Power Fund IV Members Feeder, LP (“LSP Members IV”), LS Power Fund IV Feeder 1, LP
`
`(“LSP Fund IV Feeder 1”), and LS Power Fund IV Feeder 2 LP (“LSP Fund IV Feeder2”), as
`
`limited partners. The limited partnership interests in LSP Equity Partners IV AIV are passive
`
`interests conveying limited consent rights comparable to those held by passive investors in AES
`
`Creative. In accordance with Order No. 860, the LS Northeast MBR Sellers affirm that these
`
`limited partnership interests “consist solely of passive rights that are necessary to protect the
`
`[limited partners’] investments and do not confer control.”14 LSP Equity Partners IV AIV is
`
`controlled by LS Power Partners IV, L.P. (“LSP Partners IV”) as its sole general partner. The sole
`
`general partner of LSP Partners IV is LS Power Fund IV GP, LLC, all of whose membership
`
`interests are owned by LSP Development.15
`
`
`13
`LSP Equity Partners III’s upstream ownership is described above in Section II.A.2.
`14
`Data Collection for Analytics & Surveillance & Market-Based Rate Purposes, Order No. 860,
`168 FERC ¶ 61,039 at P 138 (2019) (“Order No. 860”) (citing AES Creative, 129 FERC ¶ 61,239), on
`reh’g, Order No. 860-A, 170 FERC ¶ 61,129 (2020). These limited partnership interests do not give the
`holders any rights to appoint non-independent directors to LSP Equity Partners IV AIV’s board of directors
`and thus are passive notwithstanding the Commission’s recent order in Evergy. The limited partners
`exercise certain of their consent rights over major corporate actions through their representatives on an
`advisory board, but those rights are limited rights consistent with the consent rights of the passive investors
`in AES Creative.
`15
`LSP Development’s upstream ownership is described above in Section II.A.
`
`7
`
`

`

`c.
`
`REV Gen IV
`
`All of the membership interests of REV Gen IV are owned by LSP Generation IV.16
`
`d.
`
`Bolt Investment Holdings
`
`All of the membership interests of Bolt Investment Holdings are owned by Bolt Energy
`
`Holdings, LLC (“Bolt Holdings”), all of whose membership interests are owned by Bolt Energy,
`
`LLC (“Bolt Energy”). Bolt Energy Management, LLC (“Bolt Management”) is the manager of,
`
`and controls, both Bolt Holdings and Bolt Energy. The membership interests of Bolt Energy are
`
`owned by: (1) Bolt Energy Feeder BL, LLC; (2) LSP Bolt Member, LLC (“LSP Bolt Member”);
`
`and (3) various passive investors. The membership interests of Bolt Energy have previously been
`
`demonstrated to be passive interests conveying limited consent rights comparable to those held by
`
`passive investors in AES Creative.17 All of the membership interests of Bolt Management are
`
`owned by LSP Bolt Member, all of whose membership interests are owned by LSP Generation
`
`IV.18
`
`e.
`
`REV Bolt AIV
`
`All of the membership interests of REV Bolt AIV are owned by Bolt Energy Holdings AIV
`
`LLC (“Bolt Holdings AIV”), whose membership interests are owned by Bolt Management19 and
`
`Bolt Energy Feeder, LP (“Bolt Feeder”). The membership interests of Bolt Holdings AIV owned
`
`
`16
`LSP Generation IV’s upstream ownership is described above in Section II.A.4.a.
`17
`See Bolt Energy Marketing, LLC, Docket No. ER20-660-000, Response to Request for Additional
`Information, Attachment B-1 (filed Mar. 19, 2020) (the “ER20-660 Response”). These membership
`interests do not give the holders any rights to appoint non-independent directors to Bolt Energy’s board of
`directors and thus are passive notwithstanding the Commission’s recent order in Evergy. As indicated in
`the ER20-660 Response, the members exercise certain of their consent rights over major corporate actions
`through their representatives on an advisory committee, but those rights are limited rights consistent with
`the consent rights of the passive investors in AES Creative. See id. at 3.
`18
`LSP Generation IV’s upstream ownership is described above in Section II.A.4.a.
`19
`Bolt Management’s upstream ownership is described above in Section II.A.4.d.
`
`8
`
`

`

`by Bolt Feeder are passive interests conveying limited consent rights comparable to those held by
`
`passive investors in AES Creative. In accordance with Order No. 860, the LS Northeast MBR
`
`Sellers affirm that these membership interests “consist solely of passive rights that are necessary
`
`to protect [Bolt Feeder’s] investment[] and do not confer control.”20
`
`f.
`
`Grid Solution II
`
`All of the membership interests of Grid Solution II are held by RNES Holdings, LLC, all
`
`of whose membership interests are held by SK E&S Americas, Inc. (“SK E&S Americas”). SK
`
`E&S Americas is a direct, wholly owned subsidiary of SK E&S Co., Ltd. (“SK E&S”). SK E&S
`
`is a corporation under the laws of the Republic of Korea and a direct subsidiary of SK Inc.21 SK
`
`Inc. is the third largest conglomerate in Korea with total revenue of $125 billion in 2020. SK Inc.
`
`is a publicly traded corporation, and the only investor that owns or controls 10 percent or more of
`
`the outstanding voting shares of SK Inc. is Mr. Tae-Won Chey.
`
`5.
`
`Bolt Energy Marketing, LLC (“Bolt Marketing”)
`
`Bolt Marketing is a power marketer.22 All of the membership interests of Bolt Marketing
`
`are owned by Bolt Energy Investment, LLC (“Bolt Investment”), all of whose membership
`
`interests are owned by REV Holdco.23
`
`
`20
`Order No. 860, 168 FERC ¶ 61,039 at P 138 (citing AES Creative, 129 FERC ¶ 61,239). These
`interests do not give the holders any rights to appoint non-independent directors to Bolt Holdings AIV’s
`board of directors and thus are passive notwithstanding the Commission’s recent order in Evergy.
`21
`SK Inc. is the only entity that owns or controls 10 percent or more of the outstanding voting
`securities of SK E&S.
`22
`See Bolt Energy Mktg., LLC, 171 FERC ¶ 61,117 (2020) (granting market-based rate authority).
`23
`REV Holdco’s upstream ownership is described above in Section II.A.4.
`
`9
`
`

`

`6.
`
`Buchanan Energy Services Company, LLC (“Buchanan Energy
`Services”)
`
`Buchanan Energy Services is a power marketer.24 All of the membership interests of
`
`Buchanan Energy Services are owned by Granite Generation.25
`
`7.
`
`Buchanan Generation, LLC (“Buchanan Generation”)
`
`Buchanan Generation is an EWG that owns and operates an approximately 80 MW
`
`(summer rating) coal bed methane-fueled generation facility in Buchanan, Virginia (PJM
`
`market).26 The membership interests of Buchanan Generation are owned by: (1) Buchanan
`
`Generating Holdings, LLC (“Buchanan Holdings”) (50 percent); and (2) CONSOL Energy, Inc.
`
`(“CONSOL”) (50 percent).
`
`a.
`
`Buchanan Holdings
`
`All of the membership interests of Buchanan Holdings are owned by Granite Generation.27
`
`b.
`
`CONSOL
`
`CONSOL is a publicly traded company.
`
`8.
`
`Centrica Business Solutions Optimize, LLC (“CBSO”)
`
`CBSO is demand response aggregator that engages in limited wholesale sales transactions
`
`that are associated with its provision of demand response aggregation services.28
`
`
`24
`Buchanan Energy Servs. Co., LLC, Docket No. ER18-95-000 (Dec. 8, 2017) (unreported) (granting
`market-based rate authority).
`25
`Granite Generation’s upstream ownership is described above in Section II.A.2.
`26
`See Buchanan Generation, LLC, 100 FERC ¶ 62,004 (2002) (granting EWG status); Buchanan
`Generation, LLC, Docket No. ER02-1638-000 (May 29, 2002) (unreported) (granting market-based rate
`authority).
`27
`Granite Generation’s upstream ownership is described above in Section II.A.2.
`28
`See Centrica Business Solutions Optimize, LLC, Docket No. ER21-202-000 (Dec. 22, 2020)
`(unreported) (granting market-based rate authority).
`
`10
`
`

`

`All of the membership interests of CBSO are owned by Enerwise Global Technologies,
`
`LLC d/b/a CPower (“CPower”). The equity interests of CPower are owned by: (1) CPower
`
`Acquisition Company, LLC (“CPower Acquisition”) (2 percent common equity and 100 percent
`
`preferred equity interests); and (2) CCS Power Finance Co, LLC (“CCS Finance”) (98 percent
`
`common equity interest). All of the membership interests of CPower Acquisition are owned by
`
`CCS Acquisition Holdco, LLC, all of whose membership interests are owned by CCS Finance.
`
`All of the membership interests of CCS Finance are owned by CCS Power Holdings, LLC (“CCS
`
`Holdings”). All of the Class A units of CCS Holdings are owned by CCS Class A Member, LLC
`
`(“CCS Class A”). The Class B units of CCS Holdings are passive interests conveying limited
`
`consent rights comparable to those held by passive investors in AES Creative. In accordance with
`
`Order No. 860, the LS Northeast MBR Sellers affirm that these units “consist solely of passive
`
`rights that are necessary to protect [the holder’s] investment[] and do not confer control.”29
`
`All of the membership interests of CCS Class A are owned by LS Power Equity Partners
`
`IV, L.P. (“LSP Equity Partners IV”), whose equity interests are owned by LSP Partners IV,30 as the
`
`sole general partner, and various passive limited partners. The limited partnership interests of LSP
`
`Equity Partners IV are passive interests conveying limited consent rights comparable to those held
`
`by passive investors in AES Creative. In accordance with Order No. 860, the LS Northeast MBR
`
`
`29
`Order No. 860, 168 FERC ¶ 61,039 at P 138 (citing AES Creative, 129 FERC ¶ 61,239). These
`interests do not give the holders any rights to appoint non-independent directors to CCS Holdings’ board
`of directors and thus are passive notwithstanding the Commission’s recent order in Evergy.
`30
`LSP Partners IV’s upstream ownership is described above in Section II.A.4.b.
`
`11
`
`

`

`Sellers affirm that these membership interests “consist solely of passive rights that are necessary
`
`to protect [the holder’s] investment[] and do not confer control.”31
`
`9.
`
`Chambersburg Energy, LLC (“Chambersburg”)
`
`Chambersburg is an EWG that owns and operates an approximately 88 MW (summer rating)
`
`natural gas-fired, simple-cycle generation facility near Chambersburg, Pennsylvania (PJM market).32
`
`All of the membership interests of Chambersburg are owned by Aspen Gen Funding, LLC
`
`(“Aspen Funding”), all of whose membership interests are owned by Aspen Gen Holdings, LLC
`
`(“Aspen Holdings”). All of the membership interests of Aspen Holdings are owned by Granite
`
`Generation.33
`
`10.
`
`Columbia Energy LLC (“Columbia”)
`
`Columbia is a power marketer.34 All of the membership interests of Columbia are owned
`
`by NatGen Southeast Power Holdings, LLC, all of whose membership interests are owned by LSP
`
`Equity Partners III.35
`
`
`31
`Order No. 860, 168 FERC ¶ 61,039 at P 138 (citing AES Creative, 129 FERC ¶ 61,239). These
`interests do not give the holders any rights to appoint non-independent directors to LSP Equity Partners
`IV’s board of directors and thus are passive notwithstanding the Commission’s recent order in Evergy.
`32
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG17-64-000
`(filed Feb. 17, 2017); Flat Top, Docket Nos. EG17-56-000, et al. (notice of effectiveness of EWG status);
`Chambersburg, Docket Nos. ER17-989-000, et al. (granting market-based rate authority).
`33
`Granite Generation’s upstream ownership is described above in Section II.A.2.
`34
`See Carville Energy, LLC, Docket Nos. ER06-741-000, et al. (Apr. 24, 2006) (unreported)
`(granting market-based rate authority). Columbia formerly owned and operated a generation facility and
`became a power marketer upon the consummation of the sale of that facility. See South Carolina Elec. &
`Gas Co., 163 FERC ¶ 62,042 (2018); Notice of Consummation of Transaction, Docket No. EC18-50-000
`(filed May 10, 2018).
`35
`LSP Equity Partners III’s upstream ownership is described above in Section II.A.2.
`
`12
`
`

`

`11.
`
`Doswell Limited Partnership (“Doswell”)
`
`Doswell is an EWG that owns and operates an approximately 1,165 MW (summer rating)
`
`natural gas-fired generating facility in Ashland, Virginia (PJM market; AP South sub-market).36
`
`The equity interests in Doswell are owned by: (1) Doswell I, LLC (“Doswell I”); and
`
`(2) Doswell LP, LLC (“Doswell LP”). All of the membership interests of Doswell I are owned by
`
`Doswell GP, LLC (“Doswell GP”). All of the membership interests of Doswell GP and Doswell
`
`LP are owned by Amsterdam Holdings, LLC, all of whose membership interests are owned by
`
`Gridiron Generating, LLC (“Gridiron Generating”). All of the membership interests of Gridiron
`
`Generating are owned by Gridiron Funding, LLC, all of whose membership interests are owned
`
`by Gridiron Acquisition Holdings, LLC (“Gridiron Acquisition”). All of the membership interests
`
`of Gridiron Acquisition are owned by Gridiron Intermediate Holdings, LLC, all of whose
`
`membership interests are owned by Gridiron Pledgor, LLC (“Gridiron Pledgor”). All of the
`
`membership interests of Gridiron Pledgor are owned by Gridiron Holdings, LLC (“Gridiron
`
`Holdings”).
`
`Gridiron Energy Management, LLC (“Gridiron Management”) is the manager of, and, as
`
`such, controls, Gridiron Holdings. The membership interests of Gridiron Holdings are owned by:
`
`(1) Gridiron Management; and (2) Gridiron Energy, LLC. The membership interests of Gridiron
`
`Holdings are passive interests conveying limited consent rights comparable to those held by
`
`passive investors in AES Creative. In accordance with Order No. 860, the LS Northeast MBR
`
`Sellers affirm that these membership interests “consist solely of passive rights that are necessary
`
`
`36
`See Doswell Ltd. P’ship, 61 FERC ¶ 61,325 (1992) (granting EWG status); Doswell Ltd. P’ship,
`Docket No. ER00-2391-000 (June 15, 2000) (unreported) (granting market-based rate authority).
`
`13
`
`

`

`to protect [the holders’] investments and do not confer control.”37 All of the membership interests
`
`of Gridiron Management are owned by LSP Gridiron Member, LLC (“LSP Gridiron Member”),
`
`all of whose membership interests are owned by LSP Generation IV.38
`
`12.
`
`Enerwise Global Technologies, LLC dba CPower (“CPower”)
`
`CPower is a provider of demand response services in multiple RTO/ISO markets and is
`
`authorized to make wholesale sales of energy, capacity, and certain ancillary services at market-
`
`based rates.39 CPower’s upstream ownership is described above in Section II.A.8.
`
`13. Gans Energy, LLC (“Gans”)
`
`Gans is an EWG that owns and operates an approximately 88 MW (summer rating) natural
`
`gas-fired, simple-cycle generation facility near Springhill, Pennsylvania (PJM market).40 All of
`
`the membership interests of Gans are owned by Aspen Funding.41
`
`14. Helix Ironwood LLC (“Ironwood”)
`
`Ironwood is an EWG that owns and operates an approximately 700 MW (summer rating)
`
`natural gas-fired generation facility near Lebanon, Pennsylvania (PJM market; 5004/5005 sub-
`
`
`37
`Order No. 860, 168 FERC ¶ 61,039 at P 138 (citing AES Creative, 129 FERC ¶ 61,239). These
`interests do not give the holders any rights to appoint non-independent directors to Gridiron Holdings’
`board of directors and thus are passive notwithstanding the Commission’s recent order in Evergy.
`38
`LSP Generation IV’s upstream ownership is described above in Section II.A.1.
`39
`See Enerwise Global Technologies, LLC, 178 FERC ¶ 61,018 (2022) (granting market-based rate
`authority).
`40
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG17-65-000
`(filed Feb. 17, 2017); Flat Top, Docket Nos. EG17-56-000, et al. (notice of effectiveness of EWG status);
`Chambersburg, Docket Nos. ER17-989-000, et al. (granting market-based rate authority).
`41
`Aspen Funding’s upstream ownership is described above in Section II.A.9.
`
`14
`
`

`

`market).42 All of the membership interests of Ironwood are owned by Helix Ironwood Holdings,
`
`LLC, all of whose membership interests are owned by Granite Generation.43
`
`15. Helix Maine Wind Development, LLC (“Maine Wind”)
`
`Maine Wind is an EWG that owns and operates an approximately 132 MW (nameplate
`
`rating) wind-powered generation facility in Kibby and Skinner Townships, Maine (ISO New
`
`England Inc. (“ISO-NE”) market).44 All of the membership interests of Maine Wind are owned
`
`by Kibby Wind Holdings, LLC, all of whose membership interests are owned by REV Fund III
`
`Holdco.45
`
`16. Helix Ravenswood, LLC (“Ravenswood”)
`
`Ravenswood is an EWG that owns and/or leases and operates an approximately 2,279 MW
`
`(summer rating) natural gas- and oil-fired generation facility in New York City, New York (New
`
`York Independent System Operator, Inc. (“NYISO”) market; New York City (“NYC”) sub-
`
`market).46
`
`All of the membership interests of Ravenswood are owned by Ravenswood Holdings LLC,
`
`all of whose membership interests are owned by Helix Gen Funding, LLC (Helix Funding”). All
`
`of the membership interests of Helix Funding are owned by Helix Generation Holdings LLC,
`
`
`42
`See AES Ironwood, LLC, 86 FERC ¶ 62,247 (1999) (granting EWG status); AES Ironwood, LLC,
`Docket Nos. ER01-1315-000, et al. (June 5, 2001) (unreported) (granting market-based rate authority).
`43
`Granite Generation’s upstream ownership is described above in Section II.A.2.
`44
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG17-17-000
`(filed Oct. 28, 2016); ESS Lewes Project, LLC, Notice of Effectiveness of Exempt Wholesale Generator
`Status, Docket Nos. EG17-1-000, et al. (Jan. 5, 2017) (unreported) (“ESS Lewes”); TransCanada Me. Wind
`Dev. Inc., Docket No. ER08-685-000 (Apr. 16, 2008) (unreported) (granting market-based rate authority).
`45
`Fund III Holdco’s upstream ownership is described above in Section II.A.4II.A.2.
`46
`See KeySpan-Ravenswood, Inc., 88 FERC ¶ 62,073 (1999) (granting EWG status); MEP
`Investments, Inc., 87 FERC ¶ 61,209 (1999) (granting market-based rate authority).
`
`15
`
`

`

`whose membership interests are owned by: (1) Helix Ventures LLC (“Helix Ventures”); and
`
`(2) Ravenswood Membership Holdings LLC (Ravenswood Membership”). Aside from profit
`
`interests in Helix Ventures issued to certain employees, all of the membership interests of Helix
`
`Ventures and Ravenswood Membership are owned by Helix Generation, LLC (“Helix
`
`Generation”), all of whose membership interests are owned by LSP Equity Partners III.47
`
`17. Hummel Station LLC (“Hummel Station”)
`
`Hummel Station is an EWG that owns and operates an approximately 1,097 MW (summer
`
`rating) natural gas-fired generation facility in Snyder County, Pennsylvania (PJM market;
`
`5004/5005 sub-market).48 All of the membership interests of Hummel Station are owned by
`
`Hummel Station Intermediate Holdings III, LLC, all of whose membership interests are owned by
`
`Hummel Station Intermediate Holdings II, LLC, all of whose membership interests are owned by
`
`Hummel Generation, LLC (“Hummel Generation”). All of the Class A membership interests of
`
`Hummel Generation are owned by Hummel Holdings, LLC, all of whose membership interests
`
`are owned by LSP Equity Partners IV.49 The Class B membership interests of Hummel Generation
`
`are passive interests conveying limite