20131107-5123 FERC PDF (Unofficial) 11/7/2013 4:34:03 PM Ruta Kalvaitis Skučas 900 17th Street N.W. Suite 350 Washington, D.C. 20006 202.470.6428 voice 888.847.9228 fax rskucas@pierceatwood.com www.pierceatwood.com November 7, 2013 Admitted in: Maryland, DC The Honorable Kimberly Bose Secretary Federal Energy Regulatory Commission 888 First St., NE Washington, DC 20426 RE: Errata to Market-Based Rate Application of Burgess Biopower LLC Docket No. ER14-16-000 Dear Secretary Bose: Counsel for Burgess Biopower LLC (“Burgess”) learned that the Application for Market-Based Rate Authority filed on October 2, 2013 in Docket No. ER14-16-000 did not include Attachments 2, 3 and 4 to the Application. As such, Burgess hereby files an errata to that application, including the attachments which were previously inadvertently omitted. If you have any questions regarding this matter, please do not hesitate to contact the undersigned. Respectfully submitted, /s/ Ruta Kalvaitis Skucas Ruta Kalvaitis Skucas Pierce Atwood LLP 900 17th St., NW Suite 350 Washington, DC 20006 Tel. (202) 470-6428 RSkucas@pierceatwood.com {W3954550.1} Attachment 2 Organizational Chart CSC Group Holdings, LLC Outside Investors Newco Energy, LLC Starwood Gestamp Newco Energy Blocker I, Inc. SEG Berlin Holdings, Inc. GBI New Hampshire I, LLC 33 1/3 % 33 1/3 % 33 1/3 % Newco Energy Holdings, LLC Burgess Holdings, LLC Berlin Station, LLC Lease of Facility Burgess Biopower, LLC ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Location Filing Entity and its Energy Affiliates Docket No. where MBR authority was granted Generation Name Owned By Burgess BioPower LLC ER13-____ Berlin Facility Berlin Station, LLC (Starwood share 33.3%) Burgess BioPower LLC ER13-1348 Gainesville Renewable Energy Center Gainesville Renewable Energy Center, LLC (Starwood share 40.324%) Gainesville Renewable Energy Center, LLC ER11-4266 Richland Units 1-3 Richland Units 4-6 Richland-Stryker Generation, LLC (Starwood share 37.32%) RichlandStryker Generation, LLC Dec. 14, 2011 Stryker Richland-Stryker Generation, LLC (Starwood share 37.32%) RichlandStryker Generation, LLC Dec. 14, 2011 Gainesville Renewable Energy Center, LLC Richland-Stryker Generation, LLC Richland-Stryker Generation, LLC {W3954584.1} ER11-4266 1 Controlled By Date Control Transferred In-service Date Nameplate and/or Seasonal Rating Balancing Authority Area Geographic Region (per Appendix D) n/a ISO-NE Northeast under construction 75 MW n/a GVL Southeast under construction 100 MW Northeast Richland Units 1-3 (1965-66) Richland Units 4-6 (2001) PJM PJM Northeast 1968 42 MW 390 MW 18 MW ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Nautilus Solar Energy, LLC Nautilus Solar St. Joseph’s, LLC Nautilus Solar Silvermine, LLC Docket No. where MBR authority was granted n/a 1 n/a 2 n/a 3 Location Generation Name Owned By Nautilus Solar Energy, LLC (Liberty Science Center Project) Nautilus Solar Energy, LLC (Starwood share 98%) Nautilus Solar Energy, LLC Nautilus Solar St. Joseph’s, LLC (St. Joseph’s of the Palisades Parish High School Project) Nautilus Solar St. Joseph’s, LLC (Starwood share 98%) Nautilus Solar Silvermine, LLC (Thule, Inc. Project) Nautilus Solar Silvermine, LLC (Starwood share 98%) Controlled By Date Control Transferred In-service Date Nameplate and/or Seasonal Rating 104.8 kW Balancing Authority Area Geographic Region (per Appendix D) n/a PJM Northeast Sept 27, 2007 Nautilus Solar St. Joseph’s, LLC n/a PJM Northeast Aug 2, 2007 Nautilus Solar Silvermine, LLC n/a ISO-NE Northeast Dec 31, 2008 157.2 kW 316.8 kW 1 This entity is a Qualifying Facility (“QF”). See Docket No. QF08-116. The project has been transferred to a wholly-owned subsidiary and Nautilus Solar Energy, LLC filed a notice of cancellation of QF status. Because the project is under 1 MW, it maintains its QF status without filing a self-certification with the Commission. 2 This entity is a QF. See Docket No. QF07-422. 3 This entity is a QF. See Docket No. QF09-102. {W3954584.1} 2 ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Nautilus Solar Ocean City One, LLC Nautilus Solar Ocean City One, LLC Nautilus Solar Ocean City One, LLC Docket No. where MBR authority was granted n/a n/a n/a 4 5 6 Location Generation Name Owned By Nautilus Solar Ocean City One, LLC (Ocean City’s Firehouse Building Project) Nautilus Solar Ocean City One, LLC (Starwood share 98%) Nautilus Solar Ocean City One, LLC (Ocean City’s Civic/Sports Center Project) Nautilus Solar Ocean City One, LLC (Ocean City’s Cultural Arts Building Project) Nautilus Solar Ocean City One, LLC (Starwood share 98%) Nautilus Solar Ocean City One, LLC (Starwood share 98%) 4 This entity is a QF. See Docket No. QF09-133. 5 This entity is a QF. See Docket No. QF09-135. 6 This entity is a QF. See Docket No. QF09-136. {W3954584.1} 3 Controlled By Date Control Transferred Balancing Authority Area Geographic Region (per Appendix D) In-service Date Nameplate and/or Seasonal Rating Nautilus Solar Ocean City One, LLC n/a PJM Northeast Dec. 16, 2008 78.624 kW Nautilus Solar Ocean City One, LLC n/a PJM Northeast Dec. 16, 2008 90.272 kW Nautilus Solar Ocean City One, LLC n/a PJM Northeast Dec. 16, 2008 34.944 kW ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Nautilus Solar WPU, LLC Nautilus Solar Wayne BOE, LLC Nautilus Solar Hazlet BOE, LLC Nautilus Solar Medford BOE, LLC Docket No. where MBR authority was granted n/a 7 n/a 8 n/a 9 n/a 10 Location Generation Name Owned By Nautilus Solar WPU, LLC (William Paterson University Project) Nautilus Solar WPU, LLC (Starwood share 98%) Nautilus Solar WPU, LLC Nautilus Solar Wayne BOE, LLC Nautilus Solar Wayne BOE, LLC (Starwood share 98%) Nautilus Solar Hazlet BOE, LLC Nautilus Solar Medford BOE, LLC In-service Date Nameplate and/or Seasonal Rating Balancing Authority Area Geographic Region (per Appendix D) n/a PJM Northeast Oct 21, 2010 2,726.9 kW Nautilus Solar Wayne BOE, LLC n/a PJM Northeast Dec 12, 2011 2,826 kW Nautilus Solar Hazlet BOE, LLC (Starwood share< 1%) Nautilus Solar Hazlet BOE, LLC n/a PJM Northeast July 11, 2011 1,339.5 kW Nautilus Solar Medford BOE, LLC (Starwood share <1%) Nautilus Solar Medford BOE, LLC n/a PJM Northeast Oct 13, 2011 2,476 kW 7 This entity is a QF. See Docket No. QF11-181. 8 This entity is a QF. See Docket No. QF11-225. 9 This entity is a QF. See Docket No. QF11-226. 10 This entity is a QF. See Docket No. QF11-227. {W3954584.1} Controlled By Date Control Transferred 4 ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Nautilus Solar Medford Lakes, LLC Nautilus Solar Talbot County, LLC Nautilus Solar Frederick BOE, LLC Nautilus Sequoia I, LLC Docket No. where MBR authority was granted n/a 11 n/a 12 n/a 13 n/a 14 Location Generation Name Owned By Nautilus Solar Medford Lakes, LLC Nautilus Solar Medford Lakes, LLC (Starwood share <1%) Nautilus Solar Medford Lakes, LLC Nautilus Solar Talbot County, LLC Nautilus Solar Talbot County, LLC(Starwood share <1%) Nautilus Solar Frederick BOE, LLC Nautilus Sequoia I, LLC In-service Date Nameplate and/or Seasonal Rating Balancing Authority Area Geographic Region (per Appendix D) n/a PJM Northeast June 30, 2011 245.3 kW Nautilus Solar Talbot County, LLC n/a PJM Northeast June 26, 2011 550.2 kW Nautilus Solar Frederick BOE, LLC (Starwood share <1%) Nautilus Solar Frederick BOE, LLC n/a PJM Northeast June 27, 2011 499.3 kW Nautilus Sequoia I, LLC (Starwood share 98%) Nautilus Sequoia I, LLC n/a CAISO Southwest Dec. 31, 2009 11 This entity is a QF. See Docket No. QF11-262. 12 This entity is a QF. See Docket No. QF11-263. 13 This entity is a QF. See Docket No. QF11-264. 14 This entity is a QF. See Docket No. QF11-265. {W3954584.1} Controlled By Date Control Transferred 5 881.28 kW ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Solar PPA Partnership One, LLC Green Cove Management, LLC Docket No. where MBR authority was granted n/a n/a 15 16 Waldo Solar Energy Park of Gainesville, LLC n/a 17 SS San Antonio West, LLC n/a 18 Location Generation Name Owned By Solar PPA Partnership One, LLC Solar PPA Partnership One, LLC (Starwood share 98%) Solar PPA Partnership One, LLC Green Cove Management, LLC Green Cove Management, LLC (Starwood share 98%) Green Cove Management, LLC Waldo Solar Energy Park of Gainesville, LLC Chino Solar Project Waldo Solar Energy Park of Gainesville, LLC (Starwood share 98%) SS San Antonio West, LLC (Starwood share 98%) Controlled By Date Control Transferred Geographic Region (per Appendix D) n/a GVL Southeast June 20, 2011 352 kW n/a GVL Southeast August 15, 2011 131.04 kW Waldo Solar Energy Park of Gainesville, LLC n/a GVL Southeast Sep. 23, 2011 500 kW SS San Antonio West, LLC n/a CAISO Southwest July 13, 2012 1,861 kW This entity is a QF. See Docket No. QF11-474. 16 This entity is a QF; no QF self-certification has been filed to date because the project is under 1 MW. 17 This entity is a QF. See Docket No. QF12-13. 18 This entity is a QF. See Docket No. QF12-351. 6 Nameplate and/or Seasonal Rating Balancing Authority Area 15 {W3954584.1} In-service Date ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Nautilus Solar Cresskill BOE, LLC Nautilus Solar Gibbstown, LLC Docket No. where MBR authority was granted Location Generation Name n/a 19 Cresskill BOE Solar Project n/a 20 Raymour Solar Project Nautilus Solar Lindenwold BOE, LLC n/a 21 Nautilus Solar KMBS, LLC n/a 22 Lindenwold BOE Solar Project Konica Minolta Solar Project Owned By Nautilus Solar Cresskill BOE, LLC (Starwood share 98%) Nautilus Solar Gibbstown, LLC (Starwood share 98%) Nautilus Solar Lindenwold BOE, LLC (Starwood share 98%) Nautilus Solar KMBS, LLC (Starwood share 98%) 19 This entity is a QF. See Docket No. QF12-370. 20 This entity is a QF. See Docket No. QF12-390. 21 This entity is a QF. See Docket No. QF12-392. 22 This entity is a QF. See Docket No. QF12-391. {W3954584.1} 7 Controlled By Date Control Transferred Balancing Authority Area Geographic Region (per Appendix D) In-service Date Nameplate and/or Seasonal Rating Nautilus Solar Cresskill BOE, LLC n/a PJM Northeast Mar. 15, 2012 513.2 kW Nautilus Solar Gibbstown, LLC n/a PJM Northeast Oct 18, 2012 1,115.5 kW Nautilus Solar Lindenwold BOE, LLC n/a PJM Northeast May 31, 2013 1,359 kW Nautilus Solar KMBS, LLC n/a PJM Northeast Sept 1, 2013 840 kW ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Filing Entity and its Energy Affiliates Docket No. where MBR authority was granted Nautilus Solar Ocean City Two, LLC n/a 23 Nautilus Solar Energy, LLC n/a 24 Nautilus Solar Polar, LLC n/a 25 Location Generation Name Ocean City II Solar Project Solomon Schecter Solar Project Nautilus Solar Polar Project Owned By Nautilus Solar Ocean City Two, LLC (Starwood share 98%) Nautilus Solar Energy, LLC (Starwood share 98%) Nautilus Solar Energy, LLC (Starwood share 98%) Controlled By Date Control Transferred Balancing Authority Area Geographic Region (per Appendix D) n/a PJM Northeast June 8, 2009 250 kW Nautilus Solar Energy, LLC n/a PJM Northeast Sep 27, 2007 102 kW Nautilus Solar Energy, LLC n/a ISO-NE Northeast in the early stages of development 1,291 kW This entity is a QF; no QF self-certification has been filed to date because the project is under 1 MW. 24 This entity is a QF; no QF self-certification has been filed to date because the project is under 1 MW. 25 This entity is a QF. See Docket No. QF12-393. 8 Nameplate and/or Seasonal Rating Nautilus Solar Ocean City Two, LLC 23 {W3954584.1} In-service Date ATTACHMENT 3 Appendix B Analysis MARKET-BASED RATE AND GENERATION ASSETS OF APPLICANT AND ITS AFFILIATES Docket No. Filing Entity and where MBR its Energy authority was Affiliates granted Location Generation Name {W3954584.1} ER11-39-000 In-service Date N/A Flat Water Wind Farm, LLC Geographic Region (per Appendix D) Nameplate and/or Seasonal Rating Roth Rock Wind Farm, LLC Roth Rock Wind Farm, LLC N/A PJM Northeast 2011 50 MW N/A N/A N/A PJM Northeast 2011 N/A TPW Petersburg, LLC N/A NPPD SPP 2011 40.5 MW N/A OPPD 2010 60 MW TPW Petersburg, TPW Petersburg, TPW Petersburg, ER11-4355-000 LLC LLC LLC Flat Water Wind Farm, LLC Controlled By Balancing Authority Area Roth Rock Wind Roth Rock Wind ER10-1637-000 Farm, LLC Farm, LLC Roth Rock North ER10-1673-000 Wind Farm, LLC Owned By Date Control Transferred Flat Water Wind Farm, LLC 9 Flat Water Wind Farm, LLC SPP Appendix B Analysis ELECTRIC TRANSMISSION ASSETS AND/OR NATURAL GAS INTRASTATE PIPELINES AND/OR GAS STORAGE FACILITIES OF APPLICANT AND ITS AFFILIATES Location Filing Entity and its Energy Affiliates Burgess BioPower LLC {W3954584.1} Asset Name and Use n/a Owned By n/a Controlled By n/a 10 Date Control Transferred n/a Size Balancing Authority Area Geographic Region (per Appendix D) n/a n/a n/a 20131107-5123 FERC PDF (Unofficial) 11/7/2013 4:34:03 PM ATTACHMENT 4 Description of the Interests Held by the Passive LPs This attachment includes a summary of the passive and non-managing interests of various limited partners (the “Passive LPs”) in Starwood Energy Infrastructure Fund, LP (“SEI Fund”) and Starwood Energy Infrastructure Co-Invest Fund, LP (“SEI Co-Invest Fund,” and collectively with SEI Fund, the “SEI Partnerships”). The Passive LPs hold limited partnership interests in the SEI Partnerships, which limited partnership interests are in each case purely passive in nature and in no case involve an exercise of control, including voting or equivalent rights, in connection with Applicant or any other jurisdictional facility under the Federal Power Act. The Passive LPs may receive annual and quarterly reports, access to books and records of the SEI Partnerships, periodically appraise the assets owned by the SEI Partnerships, and amend the valuation plan presented by the General Partner (“GP”), SEI Management, LP. However, the Passive LPs have no ability to manage, direct, or control the jurisdictional activities of Applicant or any other jurisdictional asset. Instead, pursuant to the provisions of the limited partnership agreements of each SEI Partnership between the applicable GP and such applicable Passive LPs (collectively, “SEI Partnership Agreements”), the management, control, operation, and policy of the SEI Partnerships is vested exclusively with the GPs of the SEI Partnerships. 1 In turn, the rights of the Passive LPs under each SEI Partnership Agreement are limited to the veto and consent rights necessary to protect their economic investment, and include the following rights: • Investment Restrictions. A majority of the non-defaulting Passive LPs must consent to the GP’s investment of the SEI Partnership funds in certain assets not disposable prior to the end-date of the SEI Partnership. Also, two-thirds of the non-defaulting Passive LPs can elect to freeze prospective investment activities by the SEI Partnership. • Limits on the GP’s Powers. Unless all the Passive LPs consent, the GP shall not permit or cause the SEI Partnership to: (i) do any act that would make it impossible to carry out the ordinary business of the SEI Partnership; (ii) possess or assign the SEI Partnership property, for other than an SEI Partnership purpose; (iii) make certain loans to the GP or its affiliates; (iv) perform any acts that would subject any Passive LP to liability as a general partner in any jurisdiction; (v) violate the provisions of the SEI Partnership Agreement; (vi) do business in any jurisdiction not recognizing the limited liability of limited partners of a limited partnership; or (iv) perform any act that would cause the SEI Partnership to be taxed as a corporation for federal income tax purposes. • In-Kind Distributions: The GP cannot distribute assets of the SEI Partnership comprising Marketable Securities unless such description has been approved either by the Advisory Committee or non-defaulting Passive LPs. 1 Because the SEI Partnership Agreements are materially similar in terms of consent/veto rights granted to the Passive LPs, the rights of the Passive LPs of the SEI Partnerships are addressed together. {W3954603.1} 20131107-5123 FERC PDF (Unofficial) 11/7/2013 4:34:03 PM • Investment Opportunities. The Passive LPs have certain consent rights of the GP’s investment opportunities with respect to any new pooled investment vehicles. • Removal of the General Partner. Two-thirds of the non-defaulting Passive LPs may remove the GP upon receiving a “for cause” notice with respect to the actions of the GP, including: material breach of the SEI Partnership Agreement, fraud, gross negligence, recklessness, willful misconduct, and certain criminal convictions by key executives. Also the GP can be removed by two-thirds vote of the non-defaulting Passive LPs, provided that the new GP elected shall operate the SEI Partnership solely for the purpose of conserving and disposing of its asset portfolio existing as of the date of admission of such successor GP. • Amendments. Subject to certain restrictions and qualifications, the consent of a majority of the non-defaulting Passive LPs is required to amend the SEI Partnership Agreement. • Approval of Vacancies on the Advisory Committee. Any vacancy on the Advisory Committee shall be filled by an individual nominated by the GP and approved by a majority of the non-defaulting Passive LPs. • Appointment of Liquidator. In instances when there is no GP, a majority of nondefaulting passive LPs can appoint a liquidation trustee to wind up the affairs of the SEI Partnership and to liquidate its assets. • Dissolution. Two-thirds of the non-defaulting Passive LPs may dissolve the SEI Partnership, provided no amounts are then outstanding under the Working Capital Line. Additionally, each SEI Partnership Agreement establishes an advisory board comprised of a certain number of the Passive LPs, or representatives of the Passive LPs, none of whom shall be in the employ of, or an affiliate of, the GP (the “Advisory Committee”). The SEI Partnership Agreements expressly prohibit the Advisory Committees from taking any part in the control or management of the SEI Partnership’s business, stating that such powers are vested solely and exclusively with the GP. Rather, the Advisory Committee has only limited consent rights necessary for the Passive LPs to protect their economic investments in the SEI Partnerships. The Advisory Committee may consent to certain conflicts of interest and other affiliated transactions, and may approve GP’s requests for certain Capital Contributions and additional fees, and can waive certain diversification and geographical limitation of the SEI Partnership investments. The GP cannot make certain single-asset investments, investing more than a certain dollar amount or twenty percent (20%) of the total Capital Commitments of the Partners in a single property, without having obtained the prior written consent of the Advisory Committee. Furthermore, under each SEI Partnership Agreement, the prior consent of the Advisory Committee may be required in order for the GP to (i) call additional capital; (ii) cause the SEI Partnership to make certain in-kind distributions; or (iii) engage, or cause the SEI Partnership to be engaged in, certain affiliated transactions not otherwise already permitted under the SEI Partnership Agreement. The Advisory Committee also has a limited annual right to review and challenge the valuation of the SEI Partnership assets. Finally, except for certain permitted transfers, the Advisory Committee approval is required for the GP to transfer its interest in each SEI Partnership. {W3954603.1} 2 20131107-5123 FERC PDF (Unofficial) 11/7/2013 4:34:03 PM CERTIFICATE OF SERVICE I HEREBY certify that I have this day caused the foregoing document to be served, via electronic mail, upon each person designated on the Official Service List compiled by the Secretary in these proceedings. DATED at Washington, D. C. as of the 7th day of November, 2013. /s/ Ruta Kalvaitis Skučas Ruta Kalvaitis Skučas, Esq. {W3954615.1} 20131107-5123 FERC PDF (Unofficial) 11/7/2013 4:34:03 PM Document Content(s) Burgess Errata 11-7 (W3954578).PDF....................................1-15