Retail Suppliers Report Internal Corporate Reorganization, No Change In Control Said To Occur -- EnergyChoiceMatters.com

Retail Suppliers Report Internal Corporate Reorganization, No Change In Control Said To Occur

June 1, 2022

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Reporting by Paul Ring • ring@energychoicematters.com

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Texpo Power, LP ('Texpo') and EnerPenn USA LLC ('EnerPenn') [collectively, the 'Applicants'] sought FERC approval for the indirect disposition of their jurisdictional facilities (market-based rate tariffs) in connection with a change in the upstream ownership of the Applicants that results from the exchange by the current owners of their membership interests in Applicants for membership interests in a recently formed upstream company, Texpo Power Holdings, LLC ('Texpo Holdings') (the 'Transaction').

The transaction is described as an internal corporate reorganization

Further, Applicants said that the transfer of the interests to an upstream company will not result in any change in control over Applicants; "that is, all transferred ownership interests are being acquired on a pro rata basis by persons who already own an interest in the Applicants."

Texpo, LLC, a Texas limited liability company, is the sole general partner and manager of Texpo. Texpo, LLC is 99% owned by VM Capital Management, LLC ('VM') and 1% owned by VK Capital, LLC ('VK'). The limited partners holding greater than or equal to ten (10) percent of the voting securities of Texpo are VM (56.25%), VK (25.75%), and Y2K Investments, LP ('Y2K') (10%). Except for the interest in Texpo, none of the aforementioned parties serve as an officer or director or have any interest in an entity that owns or controls any electric generation, transmission or distribution facilities, or interstate or intrastate natural gas storage, or distribution facilities, and none of the aforementioned parties are affiliated with any entity that owns or controls such transportation facilities or other barriers to entry.

Texpo owns or controls all of the voting securities of EnerPenn USA, LLC, an energy services company authorized to sell electricity at retail to residential and commercial customers in Pennsylvania and other jurisdictions

Texpo Holdings is a Texas limited liability company, with its principal place of business in Houston, Texas. It was formed for the purpose of consummating the Transaction.

Pursuant to the terms of these agreements, the current equity holders of Texpo and Texpo, LLC will exchange their equity interests in Texpo and Texpo, LLC for equity interests in Texpo Holdings.

"Thus, the Transaction will essentially do nothing other than put the ownership interests of Texpo Power, LP into a holding company without any change of control; however, technically, because there will be a newly formed company serving as the holding company, the Transaction will result in an upstream change in control over Texpo and EnerPenn. The Transaction is expected to close in early July 2022 (or as soon as requisite regulatory approvals are obtained). The jurisdictional facilities associated with the Transaction consist of Texpo’s and EnerPenn’s market-based rate tariffs, any agreements pursuant to those tariffs, and associated books and records. The Transaction will have no effect on these jurisdictional facilities," the Applicants said

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