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Acquisitions
9 Months Ended
Sep. 30, 2014
Business Combinations [Abstract]  
ACQUISITIONS
ACQUISITIONS
Adobe Solar, LLC
See Note 2 to the financial statements of Southern Power under "Adobe Solar, LLC" in Item 8 of the Form 10-K for additional information.
On April 17, 2014, Southern Power and TRE, through Southern Turner Renewable Energy, LLC (STR), a jointly-owned subsidiary owned 90% by Southern Power, acquired all of the outstanding membership interests of Adobe from Sun Edison, LLC, the original developer of the project. Adobe constructed and owns an approximately 20-MW solar photovoltaic facility in Kern County, California. The solar facility began commercial operation on May 21, 2014 and the entire output of the plant is contracted under a 20-year PPA with Southern California Edison Company. The acquisition was in accordance with Southern Power's overall growth strategy.
Southern Power's acquisition of Adobe included cash consideration of approximately $96.2 million. The fair values of the assets, liabilities, and intangibles acquired were recorded as follows: $83.5 million to property, plant, and equipment, $14.5 million to receivables related to reimbursable transmission costs and $6.3 million to PPA intangible, resulting in a $5.1 million bargain purchase gain with a $2.9 million deferred tax liability. The bargain purchase gain is included in other income (expense), net in Southern Company's and Southern Power's Condensed Consolidated Statements of Income herein. Acquisition-related costs were expensed as incurred and were not material.
Macho Springs Solar, LLC
On May 22, 2014, Southern Power and TRE, through STR, acquired all of the outstanding membership interests of Macho Springs from First Solar Development, LLC, the original developer of the project. Macho Springs constructed and owns an approximately 50-MW solar photovoltaic facility in Luna County, New Mexico. The solar facility began commercial operation on May 23, 2014 and the entire output of the plant is contracted under a 20-year PPA with El Paso Electric Company. The acquisition was in accordance with Southern Power's overall growth strategy.
Southern Power's acquisition of Macho Springs included cash consideration of approximately $130.0 million. As of September 30, 2014, the fair value of the assets acquired was recorded primarily as property, plant, and equipment; however, the allocation of the purchase price to individual assets has not been finalized. The acquisition did not include any contingent consideration. Acquisition-related costs were expensed as incurred and were not material.
SG2 Imperial Valley, LLC
Subsequent to September 30, 2014, Southern Power, through its wholly-owned subsidiary SG2 Holdings, LLC (Holdings), acquired all of the outstanding membership interests of SG2 Imperial Valley, LLC (SG2) from a wholly-owned subsidiary of First Solar, Inc. (First Solar), the developer of the project. SG2 is constructing an approximately 150-MW solar photovoltaic facility in Southern California (Imperial Facility), which is expected to begin commercial operation later in the fourth quarter 2014. The Imperial Facility's output is contracted under a 25-year PPA with San Diego Gas & Electric Company, a subsidiary of Sempra Energy. This PPA will be accounted for as an operating lease. The acquisition of the Imperial Facility aligns with Southern Power's overall growth strategy.
In connection with this acquisition, Holdings made an aggregate payment (consisting of cash consideration and a secured promissory note) of approximately $128 million to the subsidiary of First Solar and became obligated to pay the contract price as it becomes due under the construction contract for the Imperial Facility. The allocation of the purchase price to individual assets has not been finalized. In addition, subject to certain terms and conditions, a subsidiary of First Solar will be admitted as a minority member of Holdings, and as the members of Holdings will make additional agreed upon capital contributions to Holdings that will be used to pay off the previously issued secured promissory note and to fund the Imperial Facility's construction costs. As a result of these capital contributions, the aggregate purchase price payable by Southern Power for the acquisition is approximately $508 million. Following these capital contributions, Southern Power will indirectly own 100% of the class A membership interests of Holdings and be entitled to 51% of all cash distributions from Holdings, and First Solar will indirectly own 100% of the class B membership interests of Holdings and be entitled to 49% of all cash distributions from Holdings. In addition, Southern Power will be entitled to substantially all of the federal tax benefits with respect to this transaction.
If the Imperial Facility does not achieve substantial completion by a certain date, Southern Power may require that First Solar make a rescission payment to Southern Power in an amount equal to Southern Power's investment in Holdings, and Southern Power would be required to transfer its ownership interests in SG2 back to First Solar (the Rescission Payment and Transfer).
The ultimate outcome of this matter cannot be determined at this time; however, Holdings believes the likelihood of the Rescission Payment and Transfer to be remote at the acquisition date.