ORDER NUMBER
G-135-19
IN THE MATTER OF
the Utilities Commission Act, RSBC 1996, Chapter 473
and
NorthRiver Midstream Inc.
Application of NorthRiver Midstream Inc. for an Order pursuant to Section 88(3) of the Utilities Commission Act
BEFORE:
B. A. Magnan, Panel Chair
T. A. Loski, Commissioner
on June 19, 2019
ORDER
WHEREAS:
A. On March 5, 2019, NorthRiver Midstream Inc. (NRMI) filed an application with the British Columbia Utilities Commission (BCUC) for continued exemption from Part 3 of Utilities Commission Act (UCA), pursuant to section 88(3) of the UCA, for McMahon Power Holdings Limited Partnership (MPHLP) with respect to the McMahon Cogeneration Plant (the Project) located in Taylor, British Columbia (Application);
B. MPHLP and ATCO Power Canada Ltd. (ATCO Power) each hold a 50 percent ownership interest in the Project and are presently exempt from the application of Part 3 of the UCA to the extent that those provisions would apply by reason of each party's ownership and operation of the Project;
C. ATCO Power was formerly named CU Power Canada Limited (CU Power) and MPHLP is a limited partnership with all its limited partnership units currently being held either directly or indirectly by Westcoast Energy Inc. (Westcoast). The general partner of MPHLP is McMahon Power Holdings Inc., which is also indirectly held by Westcoast;
D. On July 10, 1991, the BCUC issued Order G-58-91 pursuant to Order in Council 975, 1991, exempting Westcoast and CU Power from the application of provisions of Part 3 of the UCA to the extent those provisions would apply by reason of their ownership and operation of the Project;
E. On September 26, 2002, the BCUC issued Order G-68-02 which specified that the exemption applies only to an entity provided that at all times the ownership interests of the entity are held directly or indirectly by Westcoast or CU Power respectively;
F. On July 4, 2018, what was then known as Grizzly Acquisitions Inc. and is now known as NRMI, entered into agreements pursuant to which, among other things, it agreed to acquire the limited partnership interests of MPHLP and 100 percent of the shares of its general partner McMahon Power Holdings Inc.;
G. Following NRMI’s acquisition of Westcoast’s ownership interest of MPHLP, an order is required to continue the exempt status of MPHLP; and
H. Section 99 of the UCA provides that the BCUC may reconsider, vary or rescind an order made by it.
NOW THEREFORE the BCUC orders as follows:
1. Order G-68-02 is rescinded and replaced by this order.
2. This order will become effective on the closing date of the purchase and sale transaction in which NorthRiver Midstream Inc. will acquire 100 percent of the common shares of McMahon Power Holdings Inc. and 99.9 percent of the limited partner interest in McMahon Power Holdings Limited Partnership (the McMahon Cogeneration Plant Interest).
3. The operative clause on page 2 of Order G-58-91 is varied and replaced as follows:
• MPHLP, ATCO Power and each of their respective successors in interest to the Project (provided that at all times the ownership interests of such successors in interest are held directly or indirectly by NorthRiver Midstream Holdings Inc. or Canadian Utilities Limited) are exempted from the application of the provisions of Part 3 of the UCA to the extent that those provisions would apply by reason of their ownership and operation of the Project.
4. NRMI is directed to provide notice to the BCUC of:
a. the month in which NRMI expects the closing of the transaction by which NRMI will acquire the McMahon Cogeneration Plant Interest will occur, no later than five (5) business days before the end of that month;
b. the day on which the transaction closed, no later than five (5) business days after the closing occurs; and
c. NRMI, ATCO Power and their successors will notify the BCUC within 90 days of any subsequent changes to the parties to which the exemption under this order applies.
DATED at the City of Vancouver, in the Province of British Columbia, this 19th day of June 2019.
BY ORDER
Original signed by:
B. A. Magnan
Commissioner