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Energy industries

Tomorrow Energy Corp Seeks FERC Authorization for Transfer-of-Control Transaction

Strategic Insights

— 2 min read

Tomorrow Energy Corp has filed an application with the Federal Energy Regulatory Commission (FERC) seeking authorization for a proposed transfer-of-control transaction in which Six One Commodities LLC will acquire 100% of the equity interests of the Applicant. The Proposed Transaction is deemed consistent with the public interest and does not pose any material issues, as it does not involve a merger of traditional public utilities with franchised service territories or raise cross-subsidization, pledge, or encumbrance concerns. The Applicant respectfully requests expedited consideration and a 21-day comment period, with a desired outcome of Commission action by August 5, 2025.

Key Takeaways:

  • The Proposed Transaction involves the transfer of control over a power marketer that owns and controls no energy assets or FERC-jurisdictional paper facilities other than its market-based rate schedule.
  • The power marketer is not being combined with any owned or controlled energy assets, and the Proposed Transaction will have no adverse effect on vertical or horizontal market power.
  • Expedited consideration is warranted under the Commission's regulations, as the Proposed Transaction does not involve a merger of traditional public utilities with franchised service territories, is consistent with Commission precedent, and does not require an analysis under Appendix A of the Merger Policy Statement.
  • The Proposed Transaction satisfies the requirements of FPA Section 203 and Part 33 of the Commission's regulations, with no adverse effect on competition or rates.
  • The Applicant requests that the Commission grant limited waivers of its Part 33 filing requirements to the extent that the information required by Part 33 is not necessary to determine that the Proposed Transaction meets the statutory requirements of Section 203 of the FPA.

Statistics:

  • 100% of the equity interests of Tomorrow Energy Corp will be acquired by Six One Commodities LLC.
  • The Proposed Transaction does not involve a merger of traditional public utilities with franchised service territories.
  • The Desired outcome is Commission action by August 5, 2025.
  • Expedited consideration is warranted under Sections 33.11(b) and (c) of the Commission's regulations.

Sources:

  • Public VERSION PRIVILEGED AND CONFIDENTIAL INFORMATION AND PROTECTED MATERIALS HAVE BEEN REMOVED PURSUANT TO 18 C.F.R. SS 388.112 UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION TOMORROW ENERGY CORP
  • Application for Authorization Pursuant to Section 203 of the Federal Power Act, Request for Waivers, Request for Expedited Consideration, Request for Confidential Treatment, and Request for 21-Day Comment Period
  • 16 U.S.C. SS 824b(a)(1)
  • 18 C.F.R. SSSS 33.1-33.11
  • Goldman Sachs Group, Inc., 114 FERC P 61,118 (2006)
  • Nat'l Energy & Gas Transmission, Inc., 108 FERC P 62,148 (2004)
  • Northbrook N.Y., LLC, 130 FERC P 62,128 (2010)
  • EBG Holdings LLC, 119 FERC P 62,172 (2007)
  • MACH Gen, LLC, 113 FERC P 61,138 (2005)
  • Boston Generating, LLC, 113 FERC P 61,109 (2005)
  • La Paloma Holding Co., LLC, 112 FERC P 61,052 (2005)
  • Lake Road Holding Co., LLC, 112 FERC P 61,051 (2005)

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