FERC Asked to Adjudicate Dispute Regarding Ownership of Retail Supplier

An individual has protested at FERC a proposed transaction under which the ownership of the Glacial Energy retail suppliers would be transferred to a new start-up backed by private equity, Voltage Energy Holdings, as the individual claimed that the transaction does not reflect his entitlement to 10% ownership in the retail suppliers

Specifically, Mark A. Finley, formerly executive vice president at Glacial Energy, claimed that his July 2011 Employment Agreement with Glacial Energy provides that upon any Sale Event, 10% of Glacial Energy shares in all of the various Glacial Energy entities, which include Glacial Energy Holdings, Glacial Energy VI Inc., Glacial Natural Gas Inc. and all related Glacial Entities, would be transferred to Mr. Finley and would vest at the time the Sales Event is successfully completed and finalized. Mr. Finley has filed suit against Glacial Energy for alleged breach of the Employment Agreement, which includes the failure to transfer the 10% shares of Glacial Energy.

Finley asked that FERC reject the Glacial and Voltage application as deficient for failing to address his 10% interest in the Glacial Energy entities.

However, Glacial Energy Holdings replied that neither Glacial Holdings, nor any of the other Glacial applicants before FERC, has a contractual obligation with Finley to transfer any stock to him.

Glacial Energy Holdings said that the agreement referenced by Finley was "between Mark Finley ('Finley'), and Gary Mole ('Mole')," and was not an agreement with "Glacial Energy."

Glacial Energy Holdings said that, "[t]he Mole/Finley agreement specifically provides that '[i]t is understood that the 10% will transfer directly from Mole's shares and will not dilute the other shareholders.' As the Application establishes, Glacial Holdings is the only relevant entity in which Gary Mole owns stock, and his shares in Glacial Holdings are not being sold. Indeed, under the Application, if approved, Mole's interest in Glacial Holdings will actually increase rather than decrease as the shares of Glacial Holdings owned by Hasbro Management LLC and Photon Management LLC will be transferred to Mole. Mole owns no shares in any of the Glacial Holdings subsidiaries that would be transferred to Voltage pursuant to the Stock Purchase Agreement."

"Based on the foregoing, Finley has no Commission jurisdictional claim upon which to base his request that the Commission reject the Application which seeks to transfer ownership of the Glacial Sellers, 100% owned by Glacial Holdings, to Voltage Energy Holdings. To the extent that Finley has claims against Mr. Mole, or any other individual or entity, he is free to pursue those claims in an appropriate court, as the Protest indicates he has done," Glacial Energy Holdings said.