UNITED STATES OF AMERICA
`BEFORE THE
`FEDERAL ENERGY REGULATORY COMMISSION
`
`Calpine Energy Services, L.P.
`Calpine Construction Finance Company, L.P.
`Calpine Energy Solutions, LLC
`Calpine Gilroy Cogen, L.P.
`Calpine King City Cogen, LLC
`Calpine PowerAmerica – CA, LLC
`CCFC Sutter Energy, LLC
`CES Marketing IX, LLC
`CES Marketing X, LLC
`Champion Energy, LLC
`Champion Energy Marketing LLC
`Champion Energy Services, LLC
`Creed Energy Center, LLC
`Delta Energy Center, LLC
`Geysers Power Company, LLC
`Gilroy Energy Center, LLC
`Goose Haven Energy Center, LLC
`Johanna Energy Center, LLC
`Los Esteros Critical Energy Facility, LLC
`Los Medanos Energy Center, LLC
`Metcalf Energy Center, LLC
`North American Power and Gas, LLC
`North American Power Business, LLC
`O.L.S. Energy-Agnews, Inc.
`Otay Mesa Energy Center, LLC
`Pastoria Energy Facility L.L.C.
`Power Contract Financing, L.L.C.
`Russell City Energy Company, LLC
`South Point Energy Center, LLC
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`Docket No. ER10-2042-___
`Docket No. ER10-1942-___
`Docket No. ER17-696-___
`Docket No. ER10-1941-___
`Docket No. ER19-1127-___
`Docket No. ER10-1938-___
`Docket No. ER13-1407-___
`Docket No. ER10-1934-___
`Docket No. ER10-1893-___
`Docket No. ER10-3051-___
`Docket No. ER10-2985-___
`Docket No. ER10-3049-___
`Docket No. ER10-1888-___
`Docket No. ER10-1885-___
`Docket No. ER10-1884-___
`Docket No. ER10-1883-___
`Docket No. ER10-1878-___
`Docket No. ER20-1699-___
`Docket No. ER10-1876-___
`Docket No. ER10-1875-___
`Docket No. ER10-1873-___
`Docket No. ER11-4369-___
`Docket No. ER16-2218-___
`Docket No. ER12-1987-___
`Docket No. ER10-1947-___
`Docket No. ER12-2645-___
`Docket No. ER10-1862-___
`Docket No. ER12-2261-___
`Docket No. ER10-1865-___
`
`UPDATED MARKET POWER ANALYSIS
`
`Pursuant to Section 35.37 of the regulations of the Federal Energy Regulatory Commission
`
`(the “Commission”),1 the above-captioned indirect subsidiaries of Calpine Corporation
`
`(“Calpine”) that own or control generation in the Southwest region, as defined in Appendix D to
`
`
`18 C.F.R. § 35.37 (2021).
`
`1
`
`
`
`

`

`Order No. 697,2 or that are power marketers authorized to make sales in the Southwest region (the
`
`“Calpine Southwest MBR Sellers”) hereby submit for filing their joint triennial updated market
`
`power analysis for the Southwest region.3 As discussed below, the Calpine Southwest MBR
`
`Sellers continue to satisfy the Commission’s tests for market-based rate authorization.
`
`I.
`
`COMMUNICATIONS
`
`All correspondence, communications, pleadings, and other documents related to this filing
`
`should be addressed to the following persons:
`
`Sarah G. Novosel
`Senior Vice President, Government
`Affairs, and Managing Counsel
`Calpine Corporation
`717 Texas Avenue, Suite 1000
`Houston, TX 77002
`(202) 777-7623
`snovosel@calpine.com
`
`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
`
`
`2
`Market-Based Rates for Wholesale Sales of Elec. Energy, Capacity & Ancillary Servs. by Pub.
`Utils., Order No. 697, 119 FERC ¶ 61,295 (“Order No. 697”), clarified, 121 FERC ¶ 61,260 (2007) (the
`“Clarification Order”), 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).
`3
`Under the schedule posted on the Commission’s website, transmission owners in the Southwest
`region are required to file their updated market power analyses in December 2021, and other sellers in the
`region are required to file their updated market power analyses in June 2022. See FERC, Triennial Review,
`Southwest Region, https://www.ferc.gov/industries-data/electric/overview/electric-market-based-rates/
`when-and-what-file/triennial-review-southwest-region. The Calpine Southwest MBR Sellers do not own
`or control transmission facilities (other than limited transmission facilities necessary to interconnect
`generation with the transmission grid) but, as discussed below, are affiliated with one entity that owns
`transmission facilities (other than limited transmission facilities necessary to interconnect generation with
`the transmission grid) in the Southwest region. Given this affiliation and out of an abundance of caution,
`the Calpine Southwest MBR Sellers are submitting this updated market power analysis filing in December
`2021, rather than June 2022. See Order No. 697, 119 FERC ¶ 61,295 at PP 889-91. See also Clarification
`Order, 121 FERC ¶ 61,260 at P 10.
`
`2
`
`

`

`II.
`
`THE CALPINE SOUTHWEST MBR SELLERS AND RELEVANT AFFILIATES4
`
`A.
`
`Calpine and the Calpine Southwest MBR Sellers
`
`As discussed in greater detail below, each of the Calpine Southwest MBR Sellers is an
`
`indirect subsidiary of Calpine, which is, in turn, a wholly owned subsidiary of CPN Management,
`
`LP (“CPN Management”).5 Calpine is a Delaware corporation engaged through various
`
`subsidiaries in the development, financing, acquisition, ownership, and operation of independent
`
`power production facilities, and the wholesale and retail marketing of electricity in the United
`
`States and Canada. Through certain of the Calpine Southwest MBR Sellers and various other
`
`subsidiaries, Calpine owns, leases, and operates natural gas-fired and renewable geothermal power
`
`plants in the United States and Canada with an aggregate generating capacity of nearly
`
`26,000 MW.
`
`The individual Calpine Southwest MBR Sellers are described in more detail below.
`
`1.
`
`Calpine Energy Services, L.P. (“CES”)
`
`CES is a power marketer.6 The equity interests of CES are owned by: (1) Calpine Energy
`
`Services GP, LLC (“CES GP”), as 1 percent general partner; and (2) Calpine Energy Services LP,
`
`LLC (“CES LP”), as 99 percent limited partner. All of the membership interests of CES LP are
`
`owned by CES GP, all of whose membership interests are owned by Calpine.
`
`
`4
`The Calpine Southwest MBR Sellers have affiliates that are qualifying facilities (“QFs”) exempt
`from Section 205 of the Federal Power Act (the “FPA”), 16 U.S.C. § 824d (2018), and/or that only own or
`control behind-the-meter generation facilities. These entities are not relevant to the competitive analysis,
`and their generation has not been included in the Calpine Southwest MBR Sellers’ assets appendix. See
`Refinements to Policies & Procedures for Market-Based Rates for Wholesale Sales of Elec. Energy,
`Capacity & Ancillary Servs. by Pub. Utils., Order No. 816, 153 FERC ¶ 61,065 at P 255 (2015) (“Order
`No. 816”), on reh’g, Order No. 816-A, 155 FERC ¶ 61,188 at P 5 (2016).
`5
`
`CPN Management’s upstream ownership is described below in Section II.C.
`
`6
`See Calpine Energy Servs., L.P., Docket No. ER00-3562-000 (Sept. 21, 2000) (unreported)
`(granting market-based rate authority).
`
`3
`
`

`

`2.
`
`Calpine Construction Finance Company, L.P. (“CCFC”)
`
`CCFC is a power marketer.7 The equity interests of CCFC are owned by: (1) Calpine
`
`CCFC GP, LLC (“CCFC GP”), as 1 percent general partner; and (2) Calpine CCFC LP, LLC
`
`(“CCFC LP”), as 99 percent limited partner. All of the membership interests of each of CCFC GP
`
`and CCFC LP are owned by CCFC Preferred Holdings, LLC, all of whose membership interests
`
`are owned by Calpine Power Company (“Calpine Power”). Calpine Power is a wholly owned
`
`subsidiary of Calpine.
`
`3.
`
`Calpine Energy Solutions, LLC (“Calpine Solutions”)
`
`Calpine Solutions is a power marketer.8 All of the membership interests of Calpine
`
`Solutions are owned by Calpine Energy Services Holdco II LLC, all of whose membership
`
`interests are owned by Calpine Retail Holdings, LLC (“Calpine Retail”). All of the membership
`
`interests of Calpine Retail are owned by CES GP.9
`
`4.
`
`Calpine Gilroy Cogen, L.P. (“Calpine Gilroy”)
`
`Calpine Gilroy is an EWG that owns and operates a natural gas-fired generation facility
`
`(Gilroy Power Plant) with a capacity of approximately 115 MW (summer rating) in Gilroy,
`
`California, within the California Independent System Operator Corporation (“CAISO”) market.10
`
`
`7
`See Lake Worth Generation, L.L.C., 90 FERC ¶ 61,164 (2000) (granting market-based rate
`authority). CCFC is considered a wholesale power marketer despite being an exempt wholesale generator
`(“EWG”) and owning and operating a generation facility (the Magic Valley Generating Station), because
`its generation facility is not located in a Commission-jurisdictional market. Rather, the Magic Valley
`Generating Station is interconnected exclusively with the transmission system controlled by the Electric
`Reliability Council of Texas (“ERCOT”).
`8
`
`See Enova Energy, Inc., 76 FERC ¶ 61,242 (1996) (granting market-based rate authority).
`
`9
`
`CES GP’s upstream ownership is described above in Section II.A.1.
`
`10
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG19-25-000
`(filed Nov. 26, 2018); TG High Prairie, LLC, Notice of Effectiveness of Exempt Wholesale Generator and
`Foreign Utility Company Status, Docket Nos. EG19-16-000, et al. (Feb. 6, 2019) (unreported) (“TG High
`Prairie”); Carville Energy LLC, Docket Nos. ER06-741-000, et al. (Apr. 24, 2006) (“Carville”)
`(unreported) (granting market-based rate authority), on reh’g, 116 FERC ¶ 61,095 (2006).
`
`4
`
`

`

`The equity interests of Calpine Gilroy are owned by: (1) Calpine Gilroy 1, Inc. (“Calpine
`
`Gilroy 1”) (1 percent), and (2) Calpine Power (99 percent). Calpine Gilroy 1 is a wholly owned
`
`subsidiary of Calpine Power.11
`
`5.
`
`Calpine King City Cogen, LLC (“King City Cogen”)
`
`King City Cogen is an EWG that owns and operates an approximately 111 MW (summer
`
`rating) natural gas-fired cogeneration facility in King City, California, within the CAISO market.12
`
`All of the membership interests of King City Cogen are owned by Calpine King City, Inc., all of
`
`whose membership interests are owned by Calpine Power.13
`
`6.
`
`Calpine PowerAmerica – CA, LLC (“PowerAmerica”)
`
`PowerAmerica is a power marketer.14 All of the membership interests of PowerAmerica
`
`are owned by Calpine PowerAmerica, LLC, all of whose membership interests are owned by CES
`
`GP.15
`
`7.
`
`CCFC Sutter Energy, LLC (“CCFC Sutter”)
`
`CCFC Sutter is an EWG that owns and operates an approximately 530 MW (summer
`
`rating) natural gas-fired generation facility near Yuba City, California, within the Balancing
`
`Authority of Northern California (“BANC”) BAA.16 All of the membership interests of CCFC
`
`
`Calpine Power’s upstream ownership is described above in Section II.A.2.
`
`11
`
`12
`See Calpine King City Cogen, LLC, 108 FERC ¶ 62,010 (2004) (granting EWG status); Calpine
`King City Cogen, LLC, Docket No. ER19-1127-000 (Apr. 18, 2019) (unreported) (granting market-based
`rate authority).
`13
`
`Calpine Power’s upstream ownership is described above in Section II.A.2.
`
`14
`See Calpine Power Am. – OR, LLC, Docket Nos. ER03-341-000, et al. (Feb. 24, 2003) (unreported)
`(granting market-based rate authority).
`
`15
`
`CES GP’s upstream ownership is described above in Section II.A.1.
`
`16
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG13-40-000
`(filed June 10, 2013), Chestnut Flats Lessee, LLC, Notice of Effectiveness of Exempt Wholesale Generator
`Status, Docket Nos. EG13-38-000, et al. (Sept. 23, 2013) (unreported); CCFC Sutter Energy, LLC, Docket
`No. ER13-1407-000 (June 20, 2013) (unreported) (granting market-based rate authority).
`
`5
`
`

`

`Sutter are owned by Calpine Sutter Holdings, LLC, all of whose membership interests are owned
`
`by CDHI Intermediate Holdco, LLC (“CDHI Intermediate”). All of CDHI Intermediate’s
`
`membership interests are owned by Calpine Development Holdings, LLC (“CDH”), all of whose
`
`membership interests are owned by CDHI Holdco, LLC (“CDHI Holdco”). All of CDHI Holdco’s
`
`membership interests are owned by Calpine Power.17
`
`8.
`
`CES Marketing IX, LLC (“CES Marketing IX”)
`
`CES Marketing IX is a power marketer.18 All of the membership interests of CES
`
`Marketing IX are owned by CES.19
`
`9.
`
`CES Marketing X, LLC (“CES Marketing X”)
`
`CES Marketing X is a power marketer.20 All of the membership interests of CES
`
`Marketing X are owned by CES.21
`
`10.
`
`Champion Energy, LLC (“Champion Energy”)
`
`Champion Energy is a power marketer.22 All of the membership interests of Champion
`
`Energy are owned by Champion Energy Marketing LLC (“Champion Marketing”).23
`
`
`Calpine Power’s upstream ownership is described above in Section II.A.2.
`
`17
`
`18
`See CES Mktg. VI, LLC, 111 FERC ¶ 61,261 (2005) (“CES Mktg. VI”) (granting market-based rate
`authority).
`19
`
`CES’s upstream ownership is described above in Section II.A.1.
`
`20
`
`21
`
`See CES Mktg. VI, 111 FERC ¶ 61,261 (granting market-based rate authority).
`
`CES’s upstream ownership is described above in Section II.A.1.
`
`22
`See Champion Energy Servs., LLC, Docket Nos. ER10-3049-000, et al. (Nov. 10, 2010)
`(“Champion Services”) (granting market-based rate authority).
`23
`
`Champion Marketing’s upstream ownership is described below in Section II.A.11.
`
`6
`
`

`

`11.
`
`Champion Marketing
`
`Champion Marketing is a power marketer.24 All of the membership interests of Champion
`
`Marketing are owned by Calpine Energy Services Holdco LLC (“CES Holdco”), all of whose
`
`membership interests are owned by Calpine Retail.25
`
`12.
`
`Champion Energy Services, LLC (“Champion Services”)
`
`Champion Services is a power marketer.26 All of the membership interests of Champion
`
`Services are owned by Champion Marketing.27
`
`13.
`
`Creed Energy Center, LLC (“Creed Energy”)
`
`Creed Energy is an EWG that owns and operates an approximately 45 MW (summer rating)
`
`natural gas-fired generation facility in Solano County, California, within the CAISO market.28 All
`
`of the membership interests of Creed Energy are owned by Gilroy Energy Center, LLC
`
`(“Gilroy”).29
`
`14.
`
`Delta Energy Center, LLC (“Delta”)
`
`Delta is an EWG that owns and operates an approximately 769 MW (summer rating)
`
`natural gas-fired generation facility in Pittsburg, California, within the CAISO market.30 All of
`
`the membership interests of Delta are owned by Calgen Expansion Company, LLC (“Calgen
`
`
`24
`See Champion Energy Mktg. LLC, Docket Nos. ER08-836-000, et al. (May 22, 2008) (unreported)
`(granting market-based rate authority).
`
`25
`
`26
`
`27
`
`Calpine Retail’s upstream ownership is described above in Section II.A.3.
`
`See Champion Services, Docket Nos. ER10-3049-000, et al. (granting market-based rate authority).
`
`Champion Marketing’s upstream ownership is described above in Section II.A.11.
`
`28
`See Creed Energy Ctr., LLC, 104 FERC ¶ 62,018 (2003) (granting EWG status); Creed Energy
`Ctr., LLC, 100 FERC ¶ 61,228 (2002) (“Creed”) (granting market-based rate authority).
`29
`
`Gilroy’s upstream ownership is described below in Section II.A.16.
`
`30
`See Delta Energy Ctr., LLC, 95 FERC ¶ 62,116 (2001) (granting EWG status); Delta Energy Ctr.,
`LLC, 98 FERC ¶ 61,124 (2002) (granting market-based rate authority).
`
`7
`
`

`

`Expansion”), all of whose membership interests are owned by Calpine Generating Company, LLC
`
`(“Calpine Generating”). All of the membership interests of Calpine Generating are owned by
`
`Calpine Calgen Holdings, Inc., which is a wholly owned subsidiary of Calpine Power.31
`
`15. Geysers Power Company, LLC (“Geysers”)
`
`Geysers is an EWG that owns and operates geothermal generation facilities (some of which
`
`are QFs) with an aggregate generating capacity of approximately 812 MW (summer rating)32 in
`
`Sonoma and Lake Counties, California, within the CAISO market.33
`
`All of the membership interests of Geysers are owned by Geysers Intermediate Holdings
`
`LLC, all of whose membership interests are owned by Geysers Holdings LLC (“Geysers
`
`Holdings”). The membership interests of Geysers Holdings are owned by: (1) Thermal Power
`
`Company (“Thermal Power”) (34.85697 percent), and (2) Geysers Power I Company (“Geysers
`
`Power I”) (65.14303 percent). All of the membership interests of Geysers Power I are owned by
`
`Thermal Power, whose membership interests are owned by: (1) Anderson Springs Energy
`
`Company (“Anderson Springs”) (94.38252 percent), (2) CDH34 (3.34929 percent), and (3) Calpine
`
`Power (2.26819 percent). All of the membership interests of Anderson Springs are owned by
`
`Calpine Power.35
`
`
`Calpine Power’s upstream ownership is described above in Section II.A.2.
`
`31
`
`32
`Although the rated capacity of these facilities is approximately 812 MW (summer rating), the actual
`generating capability is approximately 725 MW as the result of steam field depletion.
`33
`See Geysers Power Co., LLC, 97 FERC ¶ 62,069 (2001) (granting EWG status); Geysers Power
`Co., LLC, 87 FERC ¶ 61,108 (1999) (granting market-based rate authority).
`
`34
`
`35
`
`CDH’s upstream ownership is described above in Section II.A.7.
`
`Calpine Power’s upstream ownership is described above in Section II.A.2.
`
`8
`
`

`

`16. Gilroy
`
`Gilroy is an EWG that owns and operates seven natural gas-fired generation facilities (King
`
`City Peaker, Feather River Energy Center, Yuba City Energy Center, Gilroy Peaking Energy
`
`Center, Riverview Energy Center, Lambie Energy Center, and Wolfskill Energy Center) with an
`
`aggregate capacity of approximately 405 MW (summer rating) in Santa Clara, Solano, Sutter, and
`
`Contra Costa Counties, California, within the CAISO market.36 Gilroy also owns 100 percent of
`
`the membership interests of two of the other Calpine Southwest MBR Sellers, Creed and Goose
`
`Haven Energy Center, LLC (“Goose Haven”).
`
`All of the membership interests of Gilroy are owned by GEC Holdings, LLC, all of whose
`
`membership interests are owned by Calpine GEC Holdings, LLC (“Calpine GEC”). All of the
`
`membership interests of Calpine GEC are owned by CDHI Intermediate.37
`
`17. Goose Haven
`
`Goose Haven is an EWG that owns and operates a natural gas-fired generation facility with
`
`a capacity of approximately 45 MW (summer rating) in Solano County, California, within the
`
`CAISO market.38 All of the membership interests of Goose Haven are owned by Gilroy.39
`
`18.
`
`Johanna Energy Center, LLC (“Johanna”)
`
`Johanna is an EWG that owns and operates a battery storage facility that will, when
`
`completed, have a capacity of approximately 120 MW (nameplate rating) in Santa Ana, California,
`
`
`36
`See Gilroy Energy Ctr., LLC, 104 FERC ¶ 62,019 (2003) (granting EWG status); Gilroy Energy
`Ctr., LLC, 97 FERC ¶ 61,325 (2001) (granting market-based rate authority).
`37
`
`CDHI Intermediate’s upstream ownership is described above in Section II.A.7.
`
`38
`See Goose Haven Energy Ctr., LLC, 104 FERC ¶ 62,017 (2003) (granting EWG status); Creed,
`100 FERC ¶ 61,228 (granting market-based rate authority).
`39
`
`Gilroy’s upstream ownership is described above in Section II.A.16.
`
`9
`
`

`

`within the CAISO market.40 All of the membership interests of Johanna are owned by SoCal
`
`Development Holdings, LLC, all of whose membership interests are owned by CDHI
`
`Intermediate.41
`
`19.
`
`Los Esteros Critical Energy Facility, LLC (“Los Esteros”)
`
`Los Esteros is an EWG that owns and operates a natural gas-fired generation facility with
`
`a capacity of approximately 306 MW (summer rating) in Santa Clara County, California, within
`
`the CAISO market.42 All of the membership interests of Los Esteros are owned by Los Esteros
`
`Holdings, LLC, all of whose membership interests are owned by CDHI Intermediate.43
`
`20.
`
`Los Medanos Energy Center, LLC (“Los Medanos”)
`
`Los Medanos owns and operates a natural gas-fired QF with a capacity of approximately
`
`567 MW (summer rating) in Pittsburg, California, within the CAISO market.44 All of the
`
`membership interests of Los Medanos are owned by CalGen Expansion.45
`
`21. Metcalf Energy Center, LLC (“Metcalf”)
`
`Metcalf is an EWG that owns and operates a natural gas-fired generation facility with a
`
`capacity of approximately 546 MW (summer rating) in San Jose, California, within the CAISO
`
`
`40
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG20-98-000
`(filed Mar. 13, 2020); Frontier Windpower II, LLC, Notice of Effectiveness of Exempt Wholesale
`Generator Status, Docket Nos. EG20-88-000, et al. (June 15, 2020) (unreported); Johanna Energy Ctr.,
`LLC, Docket No. ER20-1699-000 (June 2, 2020) (unreported) (granting market-based rate authority). The
`first 20 MW phase of this facility is currently in service.
`41
`
`CDHI Intermediate’s upstream ownership is described above in Section II.A.7.
`
`42
`See Los Esteros Critical Energy Facility, LLC, 99 FERC ¶ 62,208 (2002) (granting EWG status);
`Los Esteros Critical Energy Facility, LLC, Docket Nos. ER03-24-000, et al. (Nov. 19, 2002) (unreported)
`(granting market-based rate authority).
`43
`
`CDHI Intermediate’s upstream ownership is described above in Section II.A.7.
`
`44
`See Notification of Self-Recertification as a Qualifying Cogeneration Facility, Docket No. QF01-
`14-001 (filed Jan. 31, 2006); Carville, Docket Nos. ER06-741-000, et al. (granting market-based rate
`authority).
`45
`
`CalGen Expansion’s upstream ownership is described above in Section II.A.14.
`
`10
`
`

`

`market.46 All of the membership interests of Metcalf are owned by Metcalf Holdings, LLC, all of
`
`whose membership interests are owned by CDH.47
`
`22.
`
`North American Power and Gas, LLC (“NAPG”)
`
`NAPG is a power marketer.48 All of the membership interests of NAPG are owned by
`
`North American Power and Gas Services, LLC, all of whose membership interests are owned by
`
`NAPGS Holdco, LLC (“NAPGS Holdco”). All of the membership interests of NAPGS Holdco
`
`are owned by CES Holdco.49
`
`23.
`
`North American Power Business, LLC (“NAPB”)
`
`NAPB is a power marketer.50 All of the membership interests of NAPB are owned by
`
`NAPB Holdco, LLC, all of whose membership interests are owned by CES Holdco.51
`
`24. O.L.S. Energy-Agnews, Inc. (“Agnews”)
`
`Agnews is an EWG that owns and operates a natural gas-fired generation facility with a
`
`capacity of approximately 32 MW (summer rating) in San Jose, California, within the CAISO
`
`
`46
`See Metcalf Energy Ctr., LLC, 109 FERC ¶ 62,166 (2004) (granting EWG status); Metcalf Energy
`Ctr., LLC, Docket No. ER05-67-000 (Jan. 12, 2005) (unreported) (granting market-based rate authority).
`
`47
`
`CDH’s upstream ownership is described above in Section II.A.7.
`
`48
`See North Am. Power & Gas, LLC, Docket No. ER10-117-000, et al. (Jan. 21, 2010) (unreported)
`(granting market-based rate authority).
`49
`
`CES Holdco’s upstream ownership is described above in Section II.A.11
`
`50
`See North Am. Power Business, LLC, Docket No. ER16-2218-000 (Sept. 8, 2016) (unreported)
`(granting market-based rate authority).
`51
`
`CES Holdco’s upstream ownership is described above in Section II.A.11.
`
`11
`
`

`

`market.52 Agnews is a wholly owned subsidiary of Calpine Agnews, Inc., which is, in turn, a
`
`wholly owned subsidiary of Calpine Power.53
`
`25. Otay Mesa Energy Center, LLC (“Otay Mesa”)
`
`Otay Mesa is an EWG that owns and operates a natural gas-fired generation facility with a
`
`capacity of approximately 571 MW (summer rating) in San Diego County, California, within the
`
`CAISO market.54 All of the membership interests of Otay Mesa are owned by Otay Holdings,
`
`LLC, all of whose membership interests are owned by CDHI Intermediate.55
`
`26.
`
`Pastoria Energy Facility L.L.C. (“Pastoria”)
`
`Pastoria is an EWG that owns and operates a natural gas-fired generation facility with a
`
`capacity of approximately 780 MW (summer rating) in Kern County, California, within the CAISO
`
`market.56 All of the membership interests of Pastoria are owned by CalGen Expansion.57
`
`27.
`
`Power Contract Financing, L.L.C. (“PCF”)
`
`PCF is a power marketer.58 All of the membership interests of PCF are owned by CES.59
`
`
`52
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG12-75-000
`(filed June 8, 2012); AltaGas Renewable Energy Colo. LLC, Notice of Effectiveness of Exempt Wholesale
`Generator Status, Docket Nos. EG12-70-000, et al. (Sept. 10, 2012) (unreported); O.L.S. Energy-Agnews,
`Inc., Docket No. ER12-1987-000 (Aug. 3, 2012) (unreported) (granting market-based rate authority).
`
`53
`
`Calpine Power’s upstream ownership is described above in Section II.A.2.
`
`54
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG10-36-000
`(filed Apr. 22, 2010); Cedro Hill Wind LLC, Notice of Effectiveness of Exempt Wholesale Generator
`Status, Docket Nos. EG10-25-000, et al. (July 29, 2010) (unreported); Otay Mesa Energy Ctr., LLC, Docket
`No. ER09-71-000 (Dec. 8, 2008) (unreported) (granting market-based rate authority).
`55
`
`CDHI Intermediate’s upstream ownership is described above in Section II.A.7.
`
`56
`See Pastoria Energy Facility, LLC, 97 FERC ¶ 62,039 (2001) (granting EWG status); Pastoria
`Energy Ctr., LLC, 109 FERC ¶ 61,274 (2004) (granting market-based rate authority).
`
`57
`
`58
`
`59
`
`CalGen Expansion’s upstream ownership is described above in Section II.A.14.
`
`See CES Mktg., Docket Nos. ER03-205-000, et al. (granting market-based rate authority).
`
`CES’s upstream ownership is described above in Section II.A.1.
`
`12
`
`

`

`28.
`
`Russell City Energy Company, LLC (“Russell City”)
`
`Russell City is an EWG that owns and operates a natural gas-fired generation facility with
`
`a capacity of approximately 615 MW (summer rating) in Hayward, California, within the CAISO
`
`market.60 The membership interests of Russell City are owned by: (1) Calpine Russell City, LLC
`
`(“Calpine RC”) (75 percent) and (2) Calpine Russell, LLC (“Calpine Russell”) (25 percent).
`
`a.
`
`Calpine RC
`
`All of the membership interests of Calpine RC are owned by CDH.61
`
`b.
`
`Calpine Russell
`
`All of the membership interests of Calpine Russell are owned by Calpine.
`
`29.
`
`South Point Energy Center, LLC (“South Point”)
`
`South Point is an EWG that owns and operates an approximately 550 MW (summer rating)
`
`natural gas-fired generation facility (the “South Point Facility”) near Bullhead City, Arizona,
`
`within the Western Area Power Administration – Lower Colorado (“WALC”) BAA.62 All of the
`
`membership interests of South Point are owned by South Point Holdings, LLC, all of whose
`
`membership interests are owned by CDHI Intermediate.63
`
`
`60
`See Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG12-90-000
`(filed July 18, 2012); A V Solar Ranch 1, LLC, Notice of Effectiveness of Exempt Wholesale Generator
`Status, Docket Nos. EG12-83-000, et al. (Oct. 15, 2012) (unreported); Russell City Energy Ctr., LLC,
`Docket No. ER12-2261-000 (Sept. 11, 2012) (unreported) (granting market-based rate authority).
`61
`
`CDH’s upstream ownership is described above in Section II.A.7.
`
`62
`See South Point Energy Ctr., LLC, 97 FERC ¶ 62,091 (2001) (unreported) (granting EWG status);
`South Point Energy Ctr., LLC, Docket No. ER01-2887-000 (Dec. 3, 2001) (unreported) (granting market-
`based rate authority).
`63
`
`CDHI Intermediate’s upstream ownership is described above in Section II.A.7.
`
`13
`
`

`

`B.
`
`Additional Relevant Affiliates through Calpine
`
`Through Calpine, the Calpine Southwest MBR Sellers are affiliated with Hermiston Power,
`
`LLC (“Hermiston”), an EWG that owns and operates an approximately 615 MW (summer rating)
`
`natural gas-fired, combined-cycle generation facility in Umatilla County, Oregon, which is located
`
`in a generation-only balancing authority within the Bonneville Power Administration BAA.64
`
`Other than the Calpine Southwest MBR Sellers and Hermiston, no subsidiary of Calpine owns or
`
`controls relevant generation facilities in the Southwest region or in any market outside the
`
`Southwest region and first-tier to any of the relevant Southwest markets.
`
`C.
`
`CPN Management and the Calpine Southwest MBR Sellers’ Additional
`Affiliates Through CPN Management
`
`As noted, Calpine is a wholly owned subsidiary of CPN Management. The equity interests
`
`of CPN Management are owned by: (1) Volt Parent, LP (“Volt Parent”), as limited partner; and
`
`(2) Volt Parent GP, LLC (“Volt Parent GP”), as general partner.65 The equity interests of Volt
`
`Parent are owned by: (1) Volt Parent GP, as general partner; (2) AI Holdings (BVI) L.P. (“AI
`
`Holdings”), as limited partner; (3) CPPIB Calpine Canada Inc. (“CPPIB Calpine”), as limited
`
`partner; and (3) various passive limited partners (the “Passive Volt Investors”).66 Volt Parent GP
`
`
`64
`See Hermiston Power P’ship, 99 FERC ¶ 62,030 (2002) (granting EWG status); Hermiston Power
`P’ship, Docket No. ER02-1257-000 (May 3, 2002) (unreported) (granting market-based rate authority).
`65
`Certain employees of Calpine also hold non-voting, purely economic interests in CPN
`Management.
`
`66
`The Passive Volt Investors have only those limited consent and veto rights necessary to protect
`their respective economic investments and do not have any rights to make decisions concerning or
`participate in the day-to-day operations of Volt Parent or its affiliates, consistent with the limited rights of
`other passive ownership interests that the Commission found to be non-voting securities in AES Creative
`Resources L.P., 129 FERC ¶ 61,239 (2009), and its progeny. See, e.g., NextEra Energy Partners, LP,
`150 FERC ¶ 61,071 (2015); Starwood Energy Group Global, L.L.C., 153 FERC ¶ 61,332 (2015). As
`demonstrated in an earlier filing, the interests held by the Passive Volt Investors are substantially equivalent
`to the types of interests that the Commission has found not to constitute voting interests for purposes of
`Section 205 of the FPA, 16 U.S.C. § 824d (2018). See Application for Market-Based Rate Authorization
`Under Section 205 of the Federal Power Act and Request for Waivers and Blanket Approvals, Docket
`No. ER18-1321-000 at 5, Attachment E-1 (filed Apr. 11, 2018), accepted, Calpine Mid-Merit II, LLC,
`
`14
`
`

`

`is a wholly owned subsidiary of Energy Capital Partners III, LLC, which is, in turn, a wholly
`
`owned subsidiary of ECP ControlCo, LLC (“ECP”). Through their indirect interests in CPN
`
`Management, ECP, AI Holdings, and CPPIB Calpine may be deemed to possess control over
`
`Calpine and its subsidiaries.
`
`1.
`
`ECP and Relevant Affiliates Through ECP
`
`ECP is a Delaware limited liability company that is controlled by five individual persons:
`
`Douglas W. Kimmelman, Andrew D. Singer, Tyler Reeder, Peter Labbat, and Rahman D’Argenio
`
`(collectively, the “ECP Managers”).67 ECP is focused on the development and acquisition of, and
`
`investment in, energy infrastructure assets, and related ownership, operation, and management of
`
`these assets, including electric generation and inputs to electric generation in North America. ECP
`
`does not own or control any traditional franchised utilities with captive customers.
`
`Through ECP, the Calpine Southwest MBR Sellers have the following additional affiliates
`
`that own or control generation facilities in the CAISO market:
`
`
`Docket No. ER18-1321-000 (May 25, 2018) (unreported). Accordingly, the Passive Volt Investors should
`not be considered to be affiliates of the Calpine Southwest MBR Sellers for purposes of FPA Section 205.
`While AI Holdings and CPPIB Calpine are also limited partners in Volt Parent, they have additional
`governance rights beyond those of the other Passive Volt Investors such that the Commission may view
`them as having non-passive voting securities in Volt Parent. See Calpine Corp., 162 FERC ¶ 62,111 (2018);
`Calpine Corp., 163 FERC ¶ 62,180 (2018). Certain Passive Volt Investors that are indirectly controlled by
`ECP (and thus already deemed to be affiliates of Volt Parent GP for purposes of Section 205 of the FPA),
`may also appoint a director to Calpine’s board of directors pursuant to a stockholders agreement.
`67
`Murray D. Karp currently is a member of ECP for very limited purposes and is not a managing
`member of, and has no voting rights and no economic interests in, ECP. Through a transaction authorized
`by the Commission, Mr. Karp and Christopher M. Leininger (together, the “New ECP Managers”) will
`acquire voting rights equal to those held by the current ECP Managers with respect to certain ordinary
`course matters for ECP, including, for example, day-to-day operating matters. See ECP ControlCo, LLC,
`175 FERC ¶ 62,163 (2021). Except through ECP, the New ECP M