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`April 30, 2024
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`Honorable Debbie-Anne A. Reese
`Acting Secretary
`Federal Energy Regulatory Commission
`888 First Street, NE
`Washington, D.C. 20426
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`555 Eleventh Street, N.W., Suite 1000
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`Washington, D.C. 20004-1304
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`Tel: +1.202.637.2200 Fax: +1.202.637.2201
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`www.lw.com
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`FIRM / AFFILIATE OFFICES
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`Re: Notice of Non-Material Change in Status:
`Ambit Northeast, LLC, Docket No. ER19-158-___
`
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`Calumet Energy Team, LLC, Docket No. ER10-2674-___
`
`Connecticut Gas & Electric, Inc., Docket No. ER11-2449-___
`Dicks Creek Power Company LLC, Docket No. ER15-1598-___
`Dynegy Energy Services (East), LLC, Docket No. ER15-1599-___
`Dynegy Energy Services, LLC, Docket No. ER14-1569-___
`Dynegy Marketing and Trade, LLC, Docket No. ER10-2616-___
`Dynegy Power Marketing, LLC, Docket No. ER11-4400-___
`Energy Harbor LLC, Docket No. ER20-1436-___
`Energy Harbor Nuclear Generation LLC, Docket No. ER20-1438-___
`Energy Rewards, LLC, Docket No. ER19-2807-___
`Energy Services Providers, LLC, Docket No. ER10-2421-___
`Everyday Energy, LLC, Docket No. ER12-1769-___
`Everyday Energy NJ, LLC, Docket No. ER12-2250-___
`Fayette Power Company LLC, Docket No. ER15-1600-___
`Hanging Rock Power Company LLC, Docket No. ER15-1602-___
`Hopewell Power Generation, LLC, Docket No. ER10-1547-___
`Illinois Power Marketing Company, LLC, Docket No. ER14-883-___
`Kendall Power Company, LLC, Docket No. ER10-2619-___
`Kincaid Generation, L.L.C., Docket No. ER13-2475-___
`Liberty Electric Power, LLC, Docket No. ER12-192-___
`Luminant Commercial Asset Management LLC, Docket No. ER15-1596-_______
`Luminant Energy Company LLC, Docket No. ER19-102-___
`Massachusetts Gas & Electric, LLC, Docket No. ER11-2457-___
`Miami Fort Power Company LLC, Docket No. ER15-1605-___
`Moss Landing Energy Storage 1, LLC, Docket No. ER20-2414-___
`Moss Landing Energy Storage 2, LLC, Docket No. ER20-2415-___
`Moss Landing Energy Storage 3, LLC, Docket No. ER22-2736-___
`Ontelaunee Power Operating Company, LLC, Docket No. ER10-2617-___
`Pleasants Energy, LLC, Docket No. ER10-2677-___
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`April 30, 2024
`Page 2
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`Public Power & Utility of Maryland, LLC, Docket No. ER12-2253-___
`Public Power & Utility of NY, LLC, Docket No. ER12-2251-___
`Public Power, LLC, Docket No. ER12-75-___
`Public Power (PA), LLC, Docket No. ER12-2252-___
`Sayreville Power Generation LP, Docket No. ER10-1975-___
`TriEagle Energy, LP, Docket No. ER14-2245-___
`Viridian Energy NY, LLC, Docket No. ER19-2809-___
`Viridian Energy Ohio LLC, Docket No. ER19-2803-___
`Viridian Energy PA, LLC, Docket No. ER19-2810-___
`Viridian Energy, LLC, Docket No. ER19-2811-___
`Washington Power Generation LLC, Docket No. ER15-1607-___
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`Dear Acting Secretary Reese:
`
`Pursuant to section 35.42 of the regulations of the Federal Energy Regulatory
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`Commission (“Commission”),1 the above captioned sellers (collectively, the “Vistra Sellers”),
`each of which is an indirect subsidiary of Vistra Corp. (“Vistra”), hereby submit for filing this
`notice of non-material change in status (“Notice”). The Vistra Sellers hereby submit this Notice
`to inform the Commission of certain developments that occurred during the first quarter of 2024,
`all of which are the result of a transaction that was approved by the Commission on February 16,
`20242 and that was consummated on March 1, 2024 (the “Vistra-EH Transaction”).3 In
`particular, (i) Energy Harbor LLC (“EH LLC”) and Energy Harbor Nuclear Generation LLC
`(“EHNG” and together with EH LLC, the “EH Sellers”) report certain new affiliations resulting
`from the Vistra-EH Transaction, (ii) all of the Vistra Sellers report their new affiliation with
`entities that own or control more than 100 MW of net generation capacity within the PJM
`Interconnection, L.L.C. (“PJM”) balancing authority area (“BAA”) as a result of the Vistra-EH
`Transaction, and finally, (iii) certain of the Vistra Sellers report their new affiliation with an
`indirect, passive upstream owner as a result of the Vistra-EH Transaction. As demonstrated
`herein, these changes do not materially alter the facts and circumstances that the Commission
`relied upon in granting market-based rate authority to the Vistra Sellers.
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`18 C.F.R. § 35.42 (2024).
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`
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`Energy Harbor Corp., 186 FERC ¶ 61,129 (2024).
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`Energy Harbor Corp., Notice of Consummation, Docket No. EC23-74-000 (filed Mar. 7, 2024).
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`1
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`2
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`3
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`April 30, 2024
`Page 3
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`I.
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`COMMUNICATIONS
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`All correspondence and communications regarding this filing should be directed to the
`following persons:
`
`Jessica H. Miller
`Vice President & Associate General
`Counsel, Regulatory Compliance
`Vistra Corp.
`1005 Congress Ave., Suite 750
`Austin, TX 78701
`Tel: (512) 917-3782
`jessica.miller@vistracorp.com
`VistraFERC@vistracorp.com
`
`
`
`Tyler Brown
`James B. Blackburn
`Bruce M. Johnson
`Latham & Watkins LLP
`555 Eleventh Street, NW,
`Suite 1000
`Washington, DC 20004
`Tel: (202) 637-2200
`tyler.brown@lw.com
`james.blackburn@lw.com
`bruce.johnson@lw.com
`
`
`DESCRIPTION OF THE VISTRA SELLERS
`
`II.
`
`Each Vistra Seller is an indirect subsidiary of Vistra, a corporation organized under the
`laws of the State of Delaware that is publicly traded on the New York Stock Exchange under the
`symbol VST. Other than institutional investors whose interests do not result in affiliation under
`the Commission’s regulations,4 to the best of the Vistra Sellers’ knowledge, no entity holds an
`interest of 10% or more in Vistra.
`
`Consistent with the Commission’s Order No. 8605 and Section 35.42(d) of the
`Commission’s regulations,6 an asset appendix has been generated in the relational database for
`
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`4
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`5
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`6
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`Based on its most recent quarterly compliance filing, The Vanguard Group, Inc. (“Vanguard”)
`currently holds approximately 11.90% of Vistra’s stock. The Vanguard Group, Inc., Quarterly
`Compliance Filing for Q1 2024 Docket No. EC19-57-002 (filed February 6, 2024). Vanguard
`holds Vistra’s stock pursuant to its FPA Section 203(a)(2) blanket authorization to acquire up to
`20% of the voting securities of individual publicly traded U.S. utilities, subject to certain
`conditions. The Vanguard Grp., Inc., 180 FERC ¶ 62,065 (2022). The Commission has found
`that the conditions imposed in Section 203(a)(2) blanket authorization orders prevent institutional
`investors from exercising control over the utilities whose voting securities they acquire. NextEra
`Energy, Inc., 174 FERC ¶ 61,213, at P 42 (2021). Therefore, utilities whose securities are held
`by a common institutional investor are not under common control and, as a result, are not
`considered to be affiliates of each other. Id. Therefore, Vistra and the Vistra Sellers are not
`affiliates of any of Vanguard’s other public utility holdings. To the best of the Vistra Seller’s
`knowledge, there is no entity that holds 10% or more of the outstanding voting securities, or other
`upstream affiliate, of Vanguard.
`
`Data Collection for Analytics & Surveillance & Mkt.-Based Rate Purposes, Order No. 860, 168
`FERC ¶ 61,039, at P 56 (2019), order on reh’g, Order No. 860-A, 170 FERC ¶ 61,129 (2020).
`
`18 C.F.R. § 35.42(d).
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`April 30, 2024
`Page 4
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`the Vistra Sellers.7 A description of each Vistra Seller and its upstream ownership is detailed
`further below.
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`A.
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`Sellers Affiliated with Vistra Vision
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`As a result of the Vistra-EH Transaction, the following entities (the “Vistra Vision
`Sellers”) are now each indirectly and wholly-owned by Vistra Preferred LLC (“Vistra
`Preferred”), which is directly and wholly-owned by Vistra Vision Holdings II LLC, which in
`turn is directly and wholly-owned by Vistra Vision LLC (“Vistra Vision”). There are two
`classes of shares in Vistra Vision: the Class A controlling equity interests, which account for
`approximately 85% of the overall interests in Vistra Vision; and the Class B passive equity
`interests, which account for the remaining 15% of overall interests in Vistra Vision. The Class A
`controlling equity interests in Vistra Vision, which account for the entirety of the voting equity
`interests in the Vistra Vision Sellers is directly held by Vistra Vision Holdings I LLC (“Vision
`Holdings”). Vision Holdings is directly and wholly-owned by Vistra Operations Company LLC,
`(“Vistra Operations”). Vistra Operations is directly and wholly-owned by Vistra Intermediate
`Company LLC, which is directly and wholly-owned by Vistra.
`
`The Class B equity interests of Vistra Vision are passive interests consistent with the
`Commission’s holdings in AES Creative Resources and its progeny.8 The only entity that holds
`Class B equity interests that has 10% or more of the interests in Vistra Vision is Nuveen Asset
`Management (“Nuveen”).9 Consistent with the requirements of Order No. 860, the Vistra Sellers
`affirm that Nuveen’s ownership interests consist solely of passive rights that are necessary to
`protect its investments and do not confer control, consistent with the Commission’s precedent in
`AES Creative.10
`
`
`
`7
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`8
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`9
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`Vistra Sellers represent that asset appendix serial number 16184 (1) contains a complete list of
`the assets with which the Vistra Sellers are affiliated; (2) does not contain any assets with which
`the Vistra Sellers are not affiliated; and (3) was generated fewer than 15 days before the filing
`date of the instant filing. See Blue Harvest Solar Park LLC, 181 FERC ¶ 61,158 at P 33 (2022)
`(clarifying that applicants need not submit distinct asset appendix serial numbers for all captioned
`applicants to a filing, so long as one asset appendix is submitted that, for all covered sellers, (1)
`contains a complete list of the assets with which the seller is affiliated; (2) does not contain any
`assets with which the seller is not affiliated; and (3) was generated fewer than 15 days before the
`filing date of the filing in which it is referenced). The asset appendix with serial number 16184
`was generated on April 24, 2024.
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`AES Creative Resources, L.P, 129 FERC ¶ 61,239 (2009) (“AES Creative”).
`
`The rights held by Nuveen are consistent with those that the Vision Sellers have previously
`demonstrated to be passive consistent with the Commission’s precedent in AES Creative. See
`Energy Harbor Corp et al., 186 FERC ¶ 61,129 at P 63 (2024).
`
`10
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`Order No. 860 at PP 137-38.
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`April 30, 2024
`Page 5
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`1.
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`EH Sellers
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`The EH Sellers are now newly affiliated with Vistra as a result of the Vistra-EH
`Transaction.
`
`• EH LLC (f/k/a FirstEnergy Solutions Corp.) is a market-regulated public utility that owns
`and operates electric generating facilities and markets power in competitive wholesale
`and retail markets. EH LLC has market-based rate authorization and is not a franchised
`public utility with captive customers.11 In accordance with Schedule 2 of the PJM Open
`Access Transmission Tariff (“PJM Tariff”), EH LLC also receives cost-based revenue
`requirements under its Rate Schedule FERC No. 1 and Rate Schedule FERC No. 2 for the
`provision of reactive supply and voltage control service (“Reactive Service”) from the
`three EHNG nuclear facilities (described below).12 In addition, EH LLC is a party to the
`Inter-Company Power Agreement (“ICPA”) pursuant to which certain entities that are
`party to the agreement have the right to take power generated by the Ohio Valley Electric
`Corporation’s (“OVEC”) Kyger Creek and Clifty Creek generation facilities. Under the
`ICPA, EH LLC has a 4.85% “Power Participation Ratio” and is entitled to approximately
`116 MW of OVEC capacity.13 EH LLC is a direct, wholly-owned subsidiary of Energy
`Harbor Holdings LLC (f/k/a/ Energy Harbor Corp. LLC) (“Energy Harbor Holdings"),
`which is a direct, wholly-owned subsidiary of Vistra Preferred. The upstream ownership
`structure of Vistra Preferred is described above.
`
`• EHNG owns three nuclear generating facilities: (i) the Beaver Valley Power Station in
`Shippingport, Pennsylvania (1,969 MW nameplate); (ii) the Davis-Besse Nuclear Power
`Station in Oak Harbor, Ohio (962 MW nameplate); and (iii) the Perry Nuclear Power
`Plant in Perry, Ohio (1,302 MW nameplate). EHNG is an EWG14 that has market-based
`
`
`
`11
`
`12
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`13
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`14
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`FirstEnergy Services, Inc., 94 FERC ¶ 61,052 (2001); FirstEnergy Solutions Corp., Docket Nos.
`ER01-2968-001, et al. (Oct. 24, 2001) (letter order) (accepting notice of succession and tariff
`revisions to implement name change); Energy Harbor LLC, Docket Nos. ER20-1436-000, et al.
`(May 21, 2020) (letter order) (accepting most recent tariff revisions and notice of succession to
`implement name change).
`
`Energy Harbor LLC, Docket No. ER20-1435-000 (May 21, 2020) (letter order).
`
`See Notification of Change in Status of the Energy Harbor Public Utilities, Docket Nos.
`ER20-1436, et al. (filed June 29, 2020); Alabama Electric Marketing, LLC., Docket Nos.
`ER10-1585 et al. (Mar. 5, 2021) (letter order).
`
`FirstEnergy Nuclear Generation, LLC, Notice of Self-Certification of Exempt Wholesale
`Generator Status, Docket No. EG20-77-000 (filed Feb. 4, 2020); FirstEnergy Nuclear
`Generation, LLC, Docket Nos. EG20-77-000, et al. (May 14, 2020) (notice of effectiveness of
`EWG status).
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`April 30, 2024
`Page 6
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`rate authorization,15 and it sells the entire output from its nuclear generation facilities to
`EH LLC. EHNG is a direct, wholly-owned subsidiary of Energy Harbor Holdings,
`whose upstream ownership structure is described above.
`
`2.
`
`Vistra Vision Marketers
`
`The Vistra Vision Sellers also include the following power marketers, none of which own
`or control, or control the output of, any electric generation facilities (the “Vistra Vision
`Marketers”). As a result of the Vistra-EH Transaction, each of the Vistra Vision Marketers are
`now affiliated with the Energy Harbor Sellers and, therefore, with the generation capacity owned
`and controlled by the Energy Harbor Sellers in PJM.
`
`• Ambit Northeast, LLC is a marketer that has authorization to sell wholesale electric
`energy, capacity, and certain ancillary services at market-based rates.16 Ambit Northeast,
`LLC is a direct, wholly-owned subsidiary of Ambit Energy Holdings, LLC, which in turn
`is a direct, wholly-owned subsidiary of Ambit Holdings, LLC. Ambit Holdings, LLC is a
`direct, wholly-owned subsidiary of Volt Asset Company, LLC, which is a direct, wholly-
`owned subsidiary of Vistra Preferred, whose upstream ownership structure is described
`above.
`
`• Connecticut Gas & Electric, LLC (“CG&E”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.17
`CG&E is a direct, wholly-owned subsidiary of Energy Services Providers, LLC (f/k/a
`Energy Services Providers, Inc.) (“ESP”), which is a direct, wholly-owned subsidiary of
`U.S. Gas & Electric, LLC (f/k/a U.S. Gas & Electric, Inc.) (“USG&E”). USG&E is, in
`turn, a direct, wholly-owned subsidiary of Verengo, LLC (f/k/a Verengo, Inc.)
`(“Verengo”). Verengo is a direct, wholly-owned subsidiary of Crius Solar Fulfillment,
`LLC, which, in turn, is a direct, wholly-owned subsidiary of Crius Energy Holdings, LLC
`(f/k/a Crius Energy Corp.) (“Crius”). Crius is, in turn, a direct, wholly-owned subsidiary
`of Vistra Preferred, whose upstream ownership structure is described above
`
`• Dynegy Energy Services, LLC (“DES”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.18
`DES is a direct, wholly-owned subsidiary of Vistra Preferred, whose upstream ownership
`is described above.
`
`
`
`15
`
`16
`
`17
`
`18
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`FirstEnergy Nuclear Generation, Docket Nos. ER05-1122-001, et al. (Sept. 29, 2005) (letter
`order); Energy Harbor LLC, Docket Nos. ER20-1438-000, et al. (May 21, 2020) (letter order)
`(accepting notice of succession and most recent tariff revisions to implement name change).
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`Ambit Northeast, LLC, 166 FERC ¶ 61,066 (2019).
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`Connecticut Gas & Electric, Inc., Docket Nos. ER11-2449-000 et al. (letter order issued Feb. 23,
`2011).
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`Dynegy Energy Services, LLC, Docket No. ER14-1569 (letter order issued May 21, 2014).
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`April 30, 2024
`Page 7
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`• Dynegy Energy Services (East), LLC (“DES East”) is a marketer that has authorization to
`sell wholesale electric energy, capacity, and certain ancillary services at market-based
`rates.19 DES East is a direct, wholly-owned subsidiary of DES, whose upstream
`ownership is described above.
`
`• Energy Rewards, LLC (“Energy Rewards”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.20
`Energy Rewards is a direct, wholly owned subsidiary of Regional Energy Holdings, LLC
`(f/k/a Regional Energy Holdings, Inc.) (“REH”), which, in turn, is a direct, wholly-owned
`subsidiary of Crius Energy, LLC (“Crius Energy”). Crius Energy is a direct, wholly-
`owned subsidiary of Crius, whose upstream ownership is described above.
`
`• ESP is a marketer that has authorization to sell wholesale electric energy, capacity, and
`certain ancillary services at market-based rates.21 ESP’s upstream ownership is described
`above.
`
`• Everyday Energy, LLC (“Everyday Energy”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.22
`Everyday Energy is a direct, wholly-owned subsidiary of Crius Energy, whose upstream
`ownership is described above.
`
`• Everyday Energy NJ, LLC (“Everyday Energy NJ”) is a marketer that has authorization
`to sell wholesale electric energy, capacity, and certain ancillary services at market-based
`rates.23 Everyday Energy NJ is a direct, wholly-owned subsidiary of Public Power, LLC
`(“Public Power”), which, in turn, is a direct, wholly-owned subsidiary of Crius Energy,
`whose upstream ownership is described above.
`
`•
`
`Illinois Power Marketing Company LLC (“Illinois Power”) is a marketer that has
`authorization to sell wholesale electric energy, capacity, and certain ancillary services at
`market-based rates.24 Illinois Power is a direct, wholly-owned subsidiary of Vistra
`Preferred, whose upstream ownership is described above.
`
`
`
`19
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`20
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`21
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`22
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`23
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`24
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`Duke Energy Retail Sales, LLC, 127 FERC ¶ 61,027 (2009).
`
`Viridian Energy MD LLC, Docket No. ER11-4326-000 (letter order issued Sept. 12, 2011).
`
`U.S. Gas & Electric, Inc. et al., Docket Nos. ER10-1129-000 et al. (letter order issued June 7,
`2010).
`
`FTR Energy Services, LLC, Docket No. ER12-1769-002 (letter order issued July 26, 2012); see
`also Notice of Succession of Everyday Energy, LLC, Docket No. 15-1161-000 (filed Mar. 31,
`2015).
`
`Id.
`
`Ill. Power Mktg. Co., LLC, Notice of Succession and Tariff Revisions, Docket No. ER23-2153-
`000 (filed June 16, 2023).
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`April 30, 2024
`Page 8
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`• Massachusetts Gas & Electric, LLC f/k/a ESPI New England, Inc. (“Massachusetts Gas
`& Electric”) is a marketer that has authorization to sell wholesale electric energy,
`capacity, and certain ancillary services at market-based rates.25 Massachusetts Gas &
`Electric is a direct, wholly-owned subsidiary of ESP, whose upstream ownership is
`described above.
`
`• Public Power is a marketer that has authorization to sell wholesale electric energy,
`capacity, and certain ancillary services at market-based rates.26 Public Power’s upstream
`ownership is described above.
`
`• Public Power (PA), LLC (“Public Power (PA)”) is a marketer that has authorization to
`sell wholesale electric energy, capacity, and certain ancillary services at market-based
`rates. Public Power (PA) is a direct, wholly-owned subsidiary of Public Power, whose
`upstream ownership is described above.
`
`• Public Power & Utility of NY, LLC (“Public Power & Utility of NY”) is a marketer that
`has authorization to sell wholesale electric energy, capacity, and certain ancillary services
`at market-based rates.27 Public Power & Utility of NY is a direct, wholly-owned
`subsidiary of Public Power, whose upstream ownership is described above.
`
`• Public Power & Utility of Maryland, LLC (“Public Power & Utility of Maryland”) is a
`marketer that has authorization to sell wholesale electric energy, capacity, and certain
`ancillary services at market-based rates.28 Public Power & Utility of Maryland is a direct,
`wholly-owned subsidiary of Public Power, whose upstream ownership is described
`above.
`
`• TriEagle Energy, LP (“TriEagle Energy”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.29
`The membership interests in TriEagle are owned 1% by TriEagle 1, LLC and 99% by
`
`
`
`25
`
`26
`
`27
`
`28
`
`29
`
`The Commission originally granted MAG&E market-based rate authorization in Docket
`Nos. ER10-1131-000, -001 in an unpublished letter order dated June 7, 2010. MAG&E filed its
`baseline electronic tariff through the Commission’s eTariff program in accordance with Order
`No. 714. See Electronic Tariff Filings, Order No. 714, FERC Stats. & Regs. ¶ 31,276 (2008).
`That baseline tariff filing was approved by the Commission on November 17, 2010, in Docket
`No. ER10-2420-000 with an effective date of Aug. 27, 2010.
`
`Public Power & Utility, Inc., Docket Nos. ER07-1161-000, et al. (letter order issued Sept. 17,
`2007); see also Order No. 714 Compliance Filing and Notice of Succession of Public Power,
`LLC, Docket No. ER12-75-001 (filed Nov. 29, 2011).
`
`Public Power & Utility of New Jersey, LLC, et al., Docket Nos. ER12-2250-000, et al. (letter
`order issued Sept. 14, 2012).
`
`Id.
`
`TriEagle Energy, LP, Docket No. ER14-2245-000 (letter order issued Aug. 5, 2014).
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`April 30, 2024
`Page 9
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`TriEagle 2, LLC, each of which is a direct, wholly-owned subsidiary of Crius Energy,
`whose upstream ownership is described above.
`
`• Viridian Energy, LLC (“Viridian Energy”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.30
`Viridian Energy is a direct, wholly-owned subsidiary of REH, whose upstream ownership
`is described above.
`
`• Viridian Energy NY, LLC (“Viridian Energy NY”) is a marketer that has authorization to
`sell wholesale electric energy, capacity, and certain ancillary services at market-based
`rates.31 Viridian Energy NY is a direct, wholly-owned subsidiary of REH, whose
`upstream ownership is described above.
`
`• Viridian Energy Ohio, LLC (“Viridian Energy Ohio”) is a marketer that has authorization
`to sell wholesale electric energy, capacity, and certain ancillary services at market-based
`rates.32 Viridian Energy Ohio is a direct, wholly-owned subsidiary of REH, whose
`upstream ownership is described above.
`
`• Viridian Energy PA, LLC (“Viridian Energy PA”) is a marketer that has authorization to
`sell wholesale electric energy, capacity, and certain ancillary services at market-based
`rates.33 Viridian Energy PA is a direct, wholly-owned subsidiary of REH, whose
`upstream ownership is described above.
`
`3.
`
`Additional Vistra Vision Generating Facilities
`
`The Vistra Vision Sellers also include the following energy storage facilities, each of
`which is located in the California Independent System Operator Corp. (“CAISO”) market and
`each of which now has new passive upstream investors as a result of the Vistra-EH Transaction
`(collectively, the “Vistra Vision Storage Sellers”).
`
`• Moss Landing Energy Storage 1, LLC (“Moss Landing 1”) owns and operates a 300 MW
`lithium ion battery storage resource in Moss Landing in Monterey County, California.
`Moss Landing 1 has been authorized to make wholesale sales of energy, capacity, and
`
`
`
`30
`
`31
`
`32
`
`33
`
`New England Gas & Electric, Inc., Docket Nos. ER09-1025-000 et al. (letter order issued
`June 17, 2009); see also Notice of Succession of Viridian Energy, Inc., Docket No. ER09-1472-
`000 (filed July 20, 2009).
`
`Viridian Energy NY, LLC, Docket No. ER10-2661-000 (letter order issued Nov. 8, 2010).
`
`Cincinnati Bell Energy, Docket No. ER11-3545-000 (letter order issued June 16., 2011).
`
`Viridian Energy PA, LLC, Docket No. ER10-0210-000 et al. (letter order issued Jan. 27, 2010).
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`April 30, 2024
`Page 10
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`ancillary services at market-based rates34 and Moss Landing 1 has EWG status.35 Moss
`Landing 1 is a direct, wholly-owned subsidiary of Vistra Zero Operating Company, LLC
`(“Vistra Zero Operating Company”), which is a direct wholly-owned subsidiary of Vistra
`Renewables Holding LLC (“Vistra Renewables Holding”). Vistra Renewables Holding
`is a direct wholly-owned subsidiary of Vistra Zero LLC, which is a direct, wholly-owned
`subsidiary of Vistra Preferred, whose upstream ownership is described above.
`
`• Moss Landing Energy Storage 2, LLC (“Moss Landing 2”) owns and operates a 100 MW
`lithium ion battery storage resource in Moss Landing in Monterey County, California.
`Moss Landing 2 has been authorized to make wholesale sales of energy, capacity, and
`ancillary services at market-based rates36 and Moss Landing 2 has EWG status.37 Moss
`Landing 2 is a direct, wholly-owned subsidiary of Vistra Zero Operating Company,
`whose upstream ownership is described above.
`
`• Moss Landing Energy Storage 3, LLC (“Moss Landing 3”) owns and operates a 350 MW
`battery energy storage facility in Monterey County, California. Moss Landing 3 has been
`authorized to make wholesale sales of energy, capacity, and ancillary services at
`market-based rates,38 and Moss Landing 3 has EWG status.39 Moss Landing 3 is a direct,
`wholly-owned subsidiary of Vistra Zero Operating Company, whose upstream ownership
`is described above.
`
`B.
`
`Additional Vistra Sellers Affected by the Vistra-EH Transaction
`
`The following entities did not experience a change in ownership as a result of the Vistra-
`EH Transaction and are not indirectly or directly owned by Vistra Vision, but are affiliated with
`additional generation capacity in PJM through their affiliation with the EH Sellers as a result of
`their continued indirect ownership by Vistra and the Vistra-EH Transaction (collectively, the
`“Legacy Vistra Sellers”).
`
`• Calumet Energy Team, LLC (“Calumet”) is an EWG that owns and operates an
`approximately 327 MW (summer rating) natural gas-fired generating facility in Chicago,
`
`
`
`34
`
`35
`
`36
`
`37
`
`38
`
`39
`
`Moss Landing Energy Storage 1 LLC, Docket No. ER20-2414-000 (Sept. 10, 2021) (letter order).
`
`Nobles 2 Power Partners, LLC, Docket No. EG20-224-000 (Nov. 16, 2020) (notice of
`effectiveness of EWG status, including Moss Landing 1’s notice of self-certification filed in
`Docket No. EG20-230-000).
`
`Moss Landing Energy Storage 1 LLC, Docket No. ER20-2415-000 (Sept. 10, 2021) (letter order).
`
`Nobles 2 Power Partners, LLC, Docket No. EG20-224-000 (Nov. 16, 2020) (notice of
`effectiveness of EWG status, including Moss Landing 2’s notice of self-certification filed in
`Docket No. EG20-231-000).
`
`Moss Landing Energy Storage 3 LLC, Docket No. ER22-2736 (Nov. 10, 2022) (letter order).
`
`Moss Landing Energy Storage 3 LLC, Docket No. EG23-29-000 (Dec. 8, 2023) (letter order).
`
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`Page 11
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`Illinois, in the PJM Interconnection, L.L.C. (“PJM”) market.40 All of the membership
`interests of Calumet are owned by Vistra Operations, which is a direct, wholly-owned
`subsidiary of Vistra Intermediate Company LLC (“Vistra Intermediate”). Vistra
`Intermediate is a direct, wholly-owned subsidiary of Vistra.
`
`• Dick’s Creek Power Company LLC (“Dicks Creek”) (f/k/a Dynegy Dicks Creek, LLC) is
`an EWG that owns and operates an approximately 136 MW (summer rating) natural gas-
`fired generating facility in Middletown, Ohio, in the PJM market.41 All of the
`membership interests of Dicks Creek are owned by Luminant Commercial Asset
`Management LLC (f/k/a Dynegy Commercial Asset Management, LLC) (“LCAM”),
`which is a direct, wholly-owned subsidiary of Vistra Operations, whose upstream
`ownership is described above.
`
`• Dynegy Marketing and Trade (“DMT”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.42
`DMT is a direct, wholly-owned subsidiary of Luminant Power, LLC, which is a direct,
`wholly-owned subsidiary of Vistra Operations, whose upstream ownership is described
`above.
`
`• Dynegy Power Marketing, LLC (“DPM”) is a marketer that has authorization to sell
`wholesale electric energy, capacity, and certain ancillary services at market-based rates.43
`DPM is a direct, wholly-owned subsidiary of Dynegy Midwest Generation, LLC, which
`is a direct, wholly-owned subsidiary of Dynegy Coal HoldCo, LLC (“Dynegy Coal
`HoldCo”). Dynegy Coal HoldCo is a direct, wholly-owned subsidiary of Vistra
`Operations, whose upstream ownership is described above.
`
`• Fayette Power Company LLC (“Fayette”) (f/k/a Dynegy Fayette II, LLC) is an EWG that
`owns and operates an approximately 662 MW (summer rating) natural gas-fired
`
`
`
`40
`
`41
`
`42
`
`43
`
`See Calumet Energy Team, LLC, 94 FERC ¶ 62,119 (2001) (granting EWG status); Calumet
`Energy Team, LLC, Docket No. ER01-389-000 (Dec. 12, 2000) (unreported) (granting market-
`based rate authority).
`
`See Duke Energy Dicks Creek, LLC, Docket Nos. ER12-1951-000, et al. (Sept. 19, 2012) (granting
`market- based rate authority); Duke Energy Dicks Creek, LLC, Docket Nos. EG14-41-000, et al.
`(Aug. 4, 2014) (unreported) (notice of effectiveness of EWG status); Duke Energy Dicks Creek,
`LLC, Notice of Self-Certification of Exempt Wholesale Generator Status, Docket No. EG14-41-
`000 (filed Apr. 14, 2014). See also, e.g., Dynegy Dicks Creek, LLC, 151 FERC ¶ 61,256 (2015);
`Dicks Creek Power Co. LLC, Docket Nos. ER21-1887-000, et al. (July 1, 2021) (unreported)
`(accepting tariff revisions and notices of succession); Dynegy Dicks Creek, LLC, Notice of Non-
`Material Change, Docket Nos. EG14-41-000, et al. (filed May 8, 2018).
`
`Dynegy Mktg. and Trade, 125 FERC ¶ 61,270 (2008).
`
`Dynegy Power Mktg., Inc., Docket No. ER99-4160 (letter order issued Sept. 22, 1999).
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`generating facility in Masontown, Pennsylvania, in the PJM market.44 All of the
`membership interests of Fayette are owned by LCAM, whose upstream ownership is
`described above.
`
`• Hanging Rock Power Company LLC (“Hanging Rock”) (f/k/a Dynegy Hanging Rock II,
`LLC) is an EWG that owns and operates an approximately 1,365 MW (summer rating)
`natural gas-fired generating facility in Irontown, Ohio, in the PJM market.45 All of the
`membership interests of Hanging Rock are owned by LCAM, whose upstream ownership
`is described above.
`
`• Hopewell Power Generation, LLC (“Hopewell”) is an EWG that owns and operates an
`approximately 378 MW (summer rating) natural gas-fired cogeneration facility in
`Hopewell, Virginia, in the PJM market and AP South sub-market.46 All of the
`membership interests of Hopewell are owned by Vistra Operations, whose upstream
`ownership is described above.
`
`• Kendall Power Company LLC (“Kendall”) (f/k/a Dynegy Kendall Energy, LLC) is an
`EWG that owns and operates an approximately 1,140 MW (summer rating) natural gas-
`fired generating facility in Kendall, Illinois, in the PJM market.47 All of the membership
`
`
`44
`
`45
`
`46
`
`47
`
`See Duke Energy Fayette II, LLC, Docket Nos. ER11-2079-000, et al. (Jan. 6, 2011) (unreported)
`(granting market-based rate authority); Duke Energy Fayette II, LLC, Docket Nos. EG11-24-000,
`et al. (Feb. 14, 2011) (unreported) (notice of effectiveness of EWG status); Duke Energy Fayette
`II, LLC, Notice of Self-Certification as an Exempt Wholesale Generator, Docket No. EG11-24-
`000 (filed Nov. 15, 2010). See also, e.g., Dynegy Fayette II, LLC, 151 FERC ¶ 61,256 (2015);
`Fayette Power Co. LLC, Docket Nos. ER21-1893-000, et al. (July 1, 2021) (unreported)
`(accepting tariff revisions and notices of succession); Dynegy Fayette II, LLC, Notice of Non-
`Material Change, Docket Nos. EG11-24-000, et al. (filed May 8, 2018).
`
`See Duke Energy Hanging Rock II, LLC, Docket Nos. ER11-2064-000, et al. (granting market-
`based rate authority); Duke Energy Hanging Rock