20240917Staff Comments .pdf

STAFF COMMENTS 1 SEPTEMBER 17, 2024
CHRIS BURDIN DEPUTY ATTORNEY GENERAL
IDAHO PUBLIC UTILITIES COMMISSION
PO BOX 83720 BOISE, IDAHO 83720-0074 [phone] IDAHO BAR NO. 9810

Street Address for Express Mail: 11331 W CHINDEN BLVD, BLDG 8, SUITE 201-A BOISE, ID 83714
Attorney for the Commission Staff

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION IN THE MATTER OF THE APPLICATION OF GREYLOCK ENERGY HOLDINGS, LLC FOR APPROVAL OF ITS STOCK AND OWNERSHIP INTERESTS PURCHASE
AGREEMENT WITH ISRAEL RAY FOR THE ACQUISITION OF THE ATLANTA POWER COMPANY
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CASE NO. ATL-E-22-02
COMMENTS OF THE COMMISSION STAFF

COMMISSION STAFF (“STAFF”) OF the Idaho Public Utilities Commission, by and
through its Attorney of record, Chris Burdin, Deputy Attorney General, submits the following
comments.

BACKGROUND
On October 14, 2022, Greylock Energy Holdings, LLC (“Greylock”), filed an application
with the Idaho Public Utilities Commission (“Commission”) for approval of a Stock and
Ownership Interests Purchase Agreement (“Agreement”) between Greylock and Israel Ray as the
majority, and only known, shareowner in the Atlanta Power Company (“Company”). The
Agreement provided for Greylock to purchase all of the assets of the Company including its
Certificate of Public Convenience and Necessity No. 300 (“CPCN”) for the provision of electric
service to the approximately seventy-five (75) individual customers in and around the
community of Atlanta, Idaho.
RECEIVED
Tuesday, September 17, 2024 5:21:51 PM
IDAHO PUBLIC
UTILITIES COMMISSION
STAFF COMMENTS 2 SEPTEMBER 17, 2024
On December 30, 2022, the Commission issued Final Order No. 35649 approving the
application. As part of the approval, the order provided:
IT IS FURTHER ORDERED that no later than August 1, 2023, the parties shall submit updated and complete legal descriptions of the land swap described in Section 6.4 of the PSA, indicating clear ownership of the land in question, and clearly delineating Greylock’s access to all equipment and land necessary for the
continued operation of Atlanta Power.
Order No. 35649 at 12.
On July 25, 2023, Greylock filed a Motion to Extend Time for Compliance Filing. On
August 9, 2023, the Commission issued Order No. 35876 granting an extension of time for the
compliance filing until May 1, 2024.
On April 24, 2024, Greylock filed a second Motion to Extend Time for Compliance
Filing (“Motion”) requesting an extension of time until August 1, 2024. On May 23, 2024, the
Commission issued Order No. 36185 granting an extension of time for the compliance filing
until August 1, 2024.
On July 22, 2024, Greylock filed a request (“Request”) to approve an Amendment to
STOCK AND OWNERSHIP INTEREST PURCHASE AGREEMENT (“Amendment”). The
Amendment would remove section 6.4 of the Agreement that contains the land swap.

STAFF REVIEW/ANALYSIS
Staff reviewed the Company’s request to remove Section 6.4 of the Agreement that
contains the land swap. Staff focused on (1) the land swap provision, and (2) the Company’s
access to all equipment and land necessary for continued operation.

Land Swap
Greylock represented that the land swap is not needed for continued operation because
the Company equipment (transformers and poles) that were located on the land that is the subject
of the land swap provision have already been removed from the property. Greylock indicated
that the equipment was relocated to a five-acre parcel that the Company leases from the U.S.
Forest Service. Based on Staff’s review of the request and the land swap provision, Staff agrees
with Greylock that the land swap provision is not necessary for the Company’s continued
operation, and Staff recommends that the Commission grant the request to amend the
Agreement.
STAFF COMMENTS 3 SEPTEMBER 17, 2024
Company Access
In its original review of the Agreement, Staff incorrectly interpreted that the land swap
encompassed both the generator and fuel tank, and thus would satisfy the intent of Order No.
35649, ensuring Greylock would have access to all equipment and land necessary for the
Company’s continued operation. The Commission’s Final Order No. 35649 approving the
Application provides:
IT IS FURTHER ORDERED that no later than August 1, 2023, the parties shall submit updated and complete legal descriptions of the land swap described in Section 6.4 of the PSA, indicating clear ownership of the land
in question, and clearly delineating Greylock’s access to all equipment and land necessary for the continued operation of Atlanta Power.
Order No. 35649 at 12 (emphasis added).
However, Greylock stated that this area is not included in the land swap, and that the
generator and fuel tank were not part of the intended land swap contents of Section 6.4 of the
Agreement. 1 Based upon a review of the record, Staff now believes that the land swap has
nothing to do with the generator and fuel tank, and that the generator and fuel tank currently
reside on Isreal Ray’s property.
Based upon its review, and conversations with Greylock and the Company, Staff believes
that there are no current issues with the Company’s access to all equipment and land necessary
for the Company’s continued operation; however, that does not negate possible future issues
based upon the location of the Company’s fuel tank and generator.
STAFF RECOMMENDATION
Based on its review of Greylock’s request, Staff recommends the Commission:
1. Approve the Amendment to remove Section 6.4 of the Agreement;
2. Find that a complete and updated legal description of the property subject to the land
swap is no longer necessary; and
3. Issue any further order or directive as the Commission deems necessary.
1 Attachment 1 shows Exhibit B, a marked-up ariel photograph of the land being swapped. The land being swapped does not encompass the generator and fuel tank. Note: Staff provided an enhanced version of Exhibit B making it easier to identity the land swap location and the location of the generator and fuel tank.
STAFF COMMENTS 4 SEPTEMBER 17, 2024

Respectfully submitted this 17th day of September 2024.

________________________________ Chris Burdin Deputy Attorney General

I:\Utility\UMISC\COMMENTS\ATL-E-22-02 Comments.docx

Aboveground
Storage Tank
Generator
Property Lines
Drawn By
Parties
Exhibit B – PUC Enhanced
Attachment No. 1ATL-E-22-02
Comments
September 17, 2024