Compilation of Rules and Regulations of the State of Georgia › Department 515 - RULES OF GEORGIA PUBLIC SERVICE COMMISSION › Chapter 515-7 - GAS UTILITIES › Subject 515-7-3 - MARKETERS' CERTIFICATES OF AUTHORITY › Rule 515-7-3-.03 - Application for a Certificate of Authority

Current through Rules and Regulations filed through June 27, 2024
(1) Any person seeking to sell or offer to
				sell natural gas on a firm basis pursuant to O.C.G.A. §
									46-4-153 is required to file an
				application with the Commission on a form approved for a certificate of
				authority. No person other than a gas company or a regulated provider shall
				sell or offer to sell natural gas to any person who primarily receives firm
				service in any delivery group(s) in Georgia unless and until such time as a
				certificate of authority has been issued by the Commission.
(2) Applications shall contain the following:
(a) the legal name of the Applicant and the
				name under which it proposes to do business in Georgia, as well as its mailing
				and business address(es), telephone number(s), facsimile number(s), and
				internet e-mail address, if any;
(b) the name(s) and current business
				address(es) of the Applicant's principal corporate officers;
(c) the name(s) and current business
				address(es) of the Applicant's principal and corporate officer(s) in Georgia,
				if different from those identified in subparagraph (b) above;
(d) the name, title, address, and telephone
				number(s), facsimile number(s), and internet e-mail address of employee
				designated to receive and respond to Commission requests and who will notify
				the Commission of any changes to the information provided in this application
				while pending;
(e) if the Applicant
				is a non-resident of Georgia, give name, address, and telephone number(s),
				facsimile number(s), and internet e-mail address of an agent or attorney in
				fact in this state upon whom process may be served in any suit against
				Applicant;
(f) a description of the
				Applicant's business, ownership structure, affiliates, date of formation, tax
				identification number, Georgia Secretary of State's charter or identification
				number and Georgia revenue sales tax number;
(g) Attach a list of principal officers,
				whether the Applicant is a corporation or other legal entity; if a corporation,
				a copy of the charter articles of incorporation, articles of organization or
				certificate, as applicable marked as
Exhibit A
; a list of all
				directors, managers, members, and limited partners and principal stockholders
				with the number of shares held by each, or percentage of ownership interest as
				applicable marked as
Exhibit B
, and the name and addresses of the
				president, vice president, treasurer, and secretary;
(h) State and date of incorporation for
				corporate entities and formation for non-corporate entities, and attach an
				organizational chart marked as
Exhibit C
;
(i) If applicable, provide the name(s) and
				business address(es) of the Applicant's principle and corporate officers in
				Georgia, if different from those above;
(j) If Applicant is a partnership or
				cooperative, give names and addresses of partners, officers and/or
				members;
(k) the financial
				capability information shall include, but is not limited to:
1. a demonstration that the Applicant's
				capital base or other financial resources are sufficient to withstand the
				business risk, financial risk and absorb losses that might be incurred in
				providing primarily firm gas service to retail customers. Such demonstration
				should include lines of credit, letters of credit, or other financial
				instruments, as well as loans from financial institutions, a parent corporation
				or affiliate, a subsidiary, or other entity. In the event that start-up costs
				and expected losses projected during the initial period of operations may
				require working capital, detailed and comprehensive documentation of the
				sources of such anticipated working capital shall be provided in hard copy and
				electronic format (Excel format with all formulas unlocked). Any and all
				documentation required by an Applicant's lender, line of credit or surety
				provider shall be included as part of the application;
i. Applicant's credit rating and/or bond
				rating made by a national rating agency.
ii. Credit facilities/Credit Agreements that
				include the total credit facility dollar amount of the facility and the dollar
				amount available for use.
iii.
				Loans/Loan Agreements that include a breakdown of the dollar amount(s) of each
				loan, the name of the lender, and provide the terms of the loan(s).
iv. Parental Guarantees/Terms of Guarantees
				that include any parental guarantee as a separate attachment with a dollar
				amount, if any, and any written terms. A
sworn statement
must be
				signed by a corporate officer of the parent company affirming the parental
				guarantee.
v. The Applicant shall
				provide Bank Statements generated by the Applicant's bank that are no more than
				30 days old prior to the filing date of the application.
vi. Other Liquid Assets/List of
				Assets
2. a sworn
				statement that the Applicant has met or has the ability to meet the
				creditworthiness standards of the interstate pipelines serving the State of
				Georgia and the Commission-approved creditworthiness standards, and the EDC's
				credit-worthiness standards, and the Applicant has been or is currently
				participating in discussions with the EDC and/or interstate pipeline regarding
				the Applicant's creditworthiness;
3. An explanation of how the Applicant's
				financial backing, plans and resources provide the requisite support for the
				implementation of the business/marketing plans for providing primarily firm gas
				service to retail customers, including a 36-month breakeven analysis in
				electronic Excel format with all formulas unlocked demonstrating projected
				customer growth, gas volumes in therms, revenues, costs, expenses, and net
				income. Any and all documentation required by the Applicant's lender, line of
				credit or surety provider shall be included. The breakeven analysis must
				include monthly projections for customers and gas load in therms.
4. the audited financial statements (balance
				sheets, income statements, and cash flow statements) of the Applicant for the
				last three (3) years; if audited financial statements are unavailable, then
				unaudited financial statements supported by the sworn certification of an
				officer, general partner, or managing agent will be accepted. If a parent
				corporation, Applicant affiliate or other entity will support the Applicant,
				the parent corporation, affiliate or other entity's audited financial
				statements for the last three (3) years should be provided;
5. the most recent annual reports filed with
				the stockholders and the Securities and Exchange Commission (Form 10K/Form 10Q)
				if Applicant and/or parent corporation is a publicly held company;
6. detailed pro forma balance sheets, income
				statements and statements of cash flow for the next three (3) years for the
				Applicant as well as the Applicant's business and marketing plans for the
				certificated area of service in Georgia;
7. the details of any unconditional purchase
				obligations that require payments by the Applicant in future periods;
8. a schedule of the Applicant's
				non-cancelable operating lease commitments;
9. the schedules detailing the Applicant's
				long-term debt and available credit facilities, including installments due on
				long-term debt; for five (5) years following the date of this
				application;
10. the details of any
				joint ventures or general partnership agreements between the Applicant and
				other parties;
11. the information
				as to whether an estimated claim from a loss contingency has been accrued by a
				charge to income as it relates to any pending or known litigation or actual
				claims;
12. the management's plan
				for dealing with matters relating to an Applicant's ability to continue as a
				going concern;
13. the Applicant's
				plan to provide for funds to be held in escrow by an independent third party in
				the event that prepaid services are to be offered or deposits are required;
				and
14. If the Applicant had any of
				the following conditions or events in the past ten (10) years or anticipates
				any of the following conditions or events within the next twelve months, the
				Applicant's plans (with respect to the Applicant's ability to continue as a
				going concern) for dealing with any of the following conditions or events:
(i) Recurring operating losses;
(ii) Working capital deficiencies;
(iii) Negative cash flows from operating
				activities;
(iv) Denial of credit
				from suppliers;
(v) Restructuring
				of debt;
(vi) Need to dispose of
				substantial assets;
(vii)
				Substantial dependence on the success of a particular project;
(viii) Uneconomic long-term
				commitments;
(ix) Need to
				significantly revise operations;
(x) Legal proceedings, legislation or similar
				matters that might jeopardize the Applicant's ability to continue
				operations;
(xi) Loss of a key
				franchise;
(xii) Loss of a
				certificate of authority to provide natural gas or electricity in another
				jurisdiction;
(xiii) Loss of a
				principal or key customer or supplier; or
(xiv) Loss of principal or key management or
				technical personnel.
15.
				any other information that the Applicant believes is relevant to the evaluation
				of its financial capability.
(l) the technical information shall include,
				but is not limited to:
1. the names, current
				business address(es), and principal place(s) of business of employees that will
				direct the Georgia operations, including an employee of the Applicant that will
				serve as a contact person for the Commission;
2. in the past ten (10) years, the
				information as to whether certificates of authority for the sale of natural gas
				have ever been issued by any other state(s) and whether such certificates are
				current. An Applicant shall also disclose to the Commission whether any
				application for certification has ever been denied and whether any certificate
				of authority issued to it or an affiliate has ever been suspended, revoked,
				modified, or sanctioned;
3. a list
				of the Applicant's comparable gas marketing activities by jurisdiction, to
				include the name of the companies with annual sales revenues, volumes of gas in
				therms or other measures of activity;
4. select the delivery group(s) that the
				Applicant seeks to serve; select the customer classes the Applicant seeks to
				serve: residential, commercial, and/or industrial;
5. The Applicant's forecast of estimated or
				anticipated gas supply and capacity needed to serve the Georgia market based
				upon the Applicant's marketing strategy to acquire customers, as well as
				limitations, if any, on gas supply. This data can be included in the 36-month
				breakeven analysis located in
				515-7-3-.03(2)(k)(2).
				This may include providing Staff access to applicable gas supply and capacity
				contracts. If applicable, these items may be filed pursuant to Commission Rule
				515-3-1-.11 as trade secret
				material;
6. a list of all current
				contracts with interstate pipelines that the Applicant may use in conjunction
				with or in lieu of those provided by the EDC upon acquisition of market share
				in the respective delivery groups. If applicable, these items may be filed
				pursuant to Commission Rule
				515-3-1-.11 as trade secret
				material;
7. a detailed description
				of the tools, strategy, and/or other information that the Applicant will
				utilize to mitigate natural gas price volatility;
8. a detailed description of the Applicant's
				natural gas purchasing strategy for the various customer classes (fixed,
				variable, commercial, etc.);
9. a
				projection of the percentage of base load, seasonal, and spot gas supply
				contract the Applicant plans to utilize in its operations. The Applicant shall
				provide an explanation for the projected amounts;
10. a detailed description of the Applicant's
				contingency plan to provide gas to firm customers in the event that a supply
				disruption occurs;
11. the detailed
				procedures that will be employed by the Applicant in a gas-related emergency
				(i.e., force majeure, interstate capacity limitation);
12. a detailed description of the Applicant's
				operating experience and qualifications of principal management employees
				involved in the day-to-day activities of the entity's operation in
				Georgia;
13. the proposed terms of
				service as required by Chapter 515-7-9 of the Commission Utility
				Rules;
14. the rules for
				contracting with firm customers as referenced in O.C.G.A. §§
											46-4-153(a)(2)(C),
				46-4-158.2,
				46-4-158.3,
				46-4-160(a),
				46-4-160(h),
				46-4-160(i),
				46-4-160(j), and
				46-4-160(k), and
				Commission Utility Rules Chapter 515-7-6;
(i)
				the rules for contracting with firm customers shall include, but are not
				limited to:
(I) the bills and contracts must
				be written in clear and plain language;
(II) the bills must contain sufficient
				information to allow customers to verify the accuracy of their bills;
(III) the pricing structure must be clearly
				explained, including any late fees or interest charges;
(IV) the contract term must be specified
				along with any termination rights;
I. the
				firm customers must be allowed to cancel their contract without penalty within
				72 hours of signing it.
II. the
				firm customer must be given the right to cancel their fixed rate contract with
				their current marketer without an exit fee only if they relocate to a different
				delivery group and a fixed rate is not offered by their current marketer in the
				new delivery group. However, if the customer refuses to continue the term of
				their current fixed rate contract with their current marketer, an exit fee may
				be charged.
(V) the bill
				must include the EDC's 24-hour emergency telephone number;
(VI) the EDC's active customer account number
				must be placed on each bill; and
(VII) the bill must comply with all
				requirements of Commission Rules that specifically address marketer billing
				practices and marketer bills.
(ii) the Applicant acknowledges that it must
				comply with federal telemarketing rules and Georgia consumer protection
				laws.
15. the Applicant's
				plan to provide for funds to be held in escrow by an independent third party in
				the event that prepaid services are to be offered or deposits are
				required;
16. a statement as to
				whether day-to-day operations such as gas procurement, nominations and planning
				will be provided by in house personnel or will be contracted for by a third
				party; and
17. any other
				information that the Applicant believes is relevant to the evaluation of its
				technical capability.
(m)
				Legal disclosures shall include, but are not limited to:
1. a statement, to include supporting
				documentation, as to whether the Applicant, the Applicant's officers and/or its
				directors, partners, or employees in managerial positions, who have declared
				bankruptcy or had a civil judgment rendered against it/him/her in the past ten
				(10) years;
2. a statement, to
				include supporting certified copies of dispositions, as to whether the
				Applicant, any of its officers and/or directors, partners, or employees in
				managerial positions who have been fined and/or found guilty/liable by a state
				public service commission, or other state or federal court or agency, for any
				violations in the past ten (10) years.
3. a statement, to include supporting
				certified copies of legal dispositions, as to whether the Applicant, any of its
				officers and/or its directors, partners, or employees in managerial positions
				who have been fined and/or found guilty/liable by a State public service
				commission, or other State or Federal court or agency, for predatory marketing
				practices in the past ten (10) years, whether such marketing practices were
				managed in-house or by an outside third-party.
4. a statement as to whether the Applicant,
				any of its officers and/or its directors, partners, or employees in managerial
				positions who have entered into a settlement agreement or been fined or found
				liable by a state public service commission, or other state or federal court or
				agency, for any violations in the past ten (10) years; and
5. a statement disclosing any existing,
				pending or past adverse rulings, judgments, litigation, contingent liabilities,
				revocations of authority, administrative regulatory investigations (i.e., FERC,
				SEC) related to the Applicant, any of its officers and/or its directors,
				partners, owners, or employees in managerial positions for the past ten (10)
				years.