The Petitioners assert that the proposed transaction is an inter-corporate transfer of upstream ownership interests in a lightly regulated merchant entity, and therefore qualifies for the Commission’s established presumption that no further review is warranted where the transfer does not present a potential to exercise market power or harm captive ratepayers. In the alternative, the Petitioners request approval of the proposed transaction, pursuant to PSL § 70, on the grounds that the proposed transaction is within the public interest.

According to the Petitioners, the indirect ownership of PSEG Power NY will not give GenBridge 2 the ability to exercise market power in any market and, therefore, the proposed transaction does not pose any market power concerns. The Petitioners point to various considerations to support this assertion, such as a quantitative analysis of the impacts of the proposed transaction, and similar ongoing transactions involving the Petitioners’ affiliates, on market concentrations in New York and adjacent control areas. The Petitioners also aver that, following consummation of the proposed transaction, GenBridge 2 will have the financial and operational wherewithal to efficiently operate the Bethlehem Energy Center. The Petitioners request that the Commission reaffirm that, post-transaction, the direct owner of the Bethlehem Energy Center will remain subject to lightened regulation.

In addition, GenBridge 2 requests that the Commission apply its lightened regulation standard to review its proposed financing and issue an order authorizing such financing under PSL § 69. GenBridge 2 seeks authorization to issue total debt up to $455 million, utilizing in part the Bethlehem Energy Center to secure the indebtedness, to fund the acquisition from PSEG, pay certain transaction expenses, and support the working capital needs of the business after closing of the transaction. GenBridge 2 requests flexibility to modify its financing entities, payment terms, and the amount of indebtedness, subject to a cap. The Petitioners also seek Commission consent for PSEG to assign its obligations under an existing guaranty for post-retirement plant decommissioning costs to GenBridge 2, and the Commission’s release of PSEG from that guaranty.

The full text of the petition and the full record of the proceeding may be reviewed online at the Department of Public Service web page: www.dps.ny.gov. The Commission may adopt, reject, or modify, in whole or in part, the action proposed and may resolve related matters.

Statements and analyses are not submitted with this notice because the proposed rule is within the definition contained in section 102(2)(a)(ii) of the State Administrative Procedure Act.

(21-E-0485SP1)