Retail Suppliers Expect To Close Transaction In Q1 2023

Phoenix Energy Group, LLC ('Phoenix'), a wholly-owned subsidiary of Eligo Energy, LLC ('Eligo Energy'), said in a FERC filing that Eligo Energy and Phoenix are involved in an upcoming transaction that will require a subsequent FPA Section 203 application.

While the details of this new transaction are not yet public, Phoenix said that the new transaction is anticipated to close in the first quarter of 2023, provided that FERC provides timely prospective authorization for Eligo Energy, LLC's 2021 acquisition of Phoenix Energy Group, LLC, for which FERC authorization had not previously been sought, and for which Phoenix now seeks approval

It was not clear if the new transaction solely involves Eligo Energy and Phoenix (both of which are retail suppliers, and would be some form of corporate re-organization that still meets the thresholds for requiring FERC authorization), or if another party will be involved in the transaction

Eligo's 2021 acquisition of Phoenix Energy Group had been exclusively first reported by EnergyChoiceMatters.com in 2021

In 2021, Eligo Energy acquired 100% of Phoenix, including the whole of its FERC-jurisdictional assets, namely, Phoenix’s market-based rate tariff and related contracts, agreements, books and records.

In 2021, Phoenix filed with FERC a Notice of Change in Status informing FERC of the Eligo transaction, but did not seek FERC approval of the transaction

Phoenix now seeks prospective Commission authorization for the 2021 transaction under Section 203(a)(1)(A) of the FPA because Phoenix is a public utility under the FPA, and the 2021 Eligo transaction involved the disposition of the whole of Phoenix’s jurisdictional assets

Section 203(a)(1)(A) states that no public utility shall, without first having secured an order of FERC authorizing it to do so, "sell, lease, or otherwise dispose of the whole of its facilities subject to the jurisdiction of the Commission, or any part thereof of a value in excess of $10,000,000."

While the value of the 2021 transaction was less than the $10 million threshold, Phoenix said that the 2021 transaction did involve the disposition of the whole of Phoenix’s assets, and therefore triggered the requirement to obtain authorization from the Commission under Section 203.