WND-34: We are potentially selling a project for which we presented a Part 1 Proposal. Assuming negotiations are successful, I understand that we could effect a change in ownership after the Bid for the Project is selected, approved by the Commission, and the REC Contracts are fully executed. At that point, my understanding is that an assignment of the REC Contract is allowed provided that the acquirer’s creditworthiness is equal to or greater than the current owner of the Project (“Seller”). Can we effect the change of ownership at any time during the procurement event?

The provisions that control the assignment of the REC Contract are provided in Section 9.2.  We note that the requirement that the acquirer’s creditworthiness is equal to or greater than the original Seller is sufficient for an assignment to be granted only when the Seller and the acquirer are affiliated entities.  The fact that the acquirer’s creditworthiness is equal to or greater than the Seller is not sufficient for an assignment to be granted when the Seller and acquirer are unrelated entities.  Please review the applicable provision under the REC Contract to see whether this provision can be used to transfer ownership after a Bid is submitted by you for the Project, the Bid is selected and approved by the Commission, you sign the REC Contract and submit to the creditworthiness requirements.

A change of ownership during the short timeframes of the procurement event is not contemplated by the RFP Rules and can only be accommodated in very limited circumstances.  The Procurement Administrator will assess any specific circumstances on a case-by-case basis and any Seller in this situation should provide all relevant information to the Procurement Administrator at the earliest opportunity.  The qualifications of the Project must be maintained after the change of ownership for continued compliance with the RFP Rules, which implies at least the following: (i) site control must be transferred to the acquirer and documentation to that effect must be provided; and (ii) the same representatives of the same Seller must make all certifications required by the RFP Rules (in the Part 1 and the Part 2 Proposals), submit the Bid with respect to the Project, and sign the REC Contracts (assuming a successful Bid).  A change of ownership would be expected to result in a change in the identity of the Officer of the Seller.  Such a change cannot be made after the Part 2 Date as there is no further opportunity during the procurement event to submit the certifications required by the Proposal.