Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Public Service Commission › Mergers and Acquisitions › Section R. 460.303 - Application for approval

Current through Vol. 24-12, July 15, 2024
Rule 3.
(1)
				Applications for commission approval filed under MCL 460.6q shall contain
				pre-filed testimony addressing the requirements of MCL 460.6q(3) and MCL
				460.6q(7), and shall include all of the following information for each
				applicant and each jurisdictional utility whose assets or securities are
				involved in the proposed transaction:
(a) The
				exact name of the applicant(s) and principal business address(es).
(b) The name and address of the person
				authorized to receive notices and communications regarding the application,
				including phone and fax numbers, and the email address.
(c) A description of the applicant, including
				all business activities and jurisdictional real and personal property owned,
				operated, or controlled by the applicant and its parent companies.
(d) Organizational charts depicting the
				applicant's current and proposed post-transaction corporate
				structures.
(e) A description of
				the proposed transaction including the identity of all the parties involved,
				the terms and conditions of the transaction, and a detailed explanation of the
				reasons for entering into the transaction.
(f) A detailed description of the projected
				impact of the transaction on customer rates and electric and/or gas
				service.
(g) All documents related
				to the proposed transaction together with copies of all other written
				instruments entered into or proposed to be entered into by the parties to the
				transaction.
(h) A statement
				explaining the facts relied upon to demonstrate that the proposed transaction
				is consistent with the public interest. The applicant shall include a general
				explanation of the effect of the transaction on competition and rates. The
				applicant may also file any other information it believes relevant to the
				commission's consideration of the transaction.
(i) Pro forma financial statements resulting
				from the transaction.
(j) Copies of
				the parties' public filings with other state or federal regulatory agencies
				regarding the same transaction, including any regulatory orders issued by those
				agencies regarding the transaction.
(k) Proposed accounting entries showing the
				effect of the transaction with sufficient detail to indicate the effects on all
				account balances, on the income statement, and on other relevant financial
				statements. The applicant shall explain how the amount of each entry was
				determined.
(l) A description of
				the capital structure of all parties to the transaction prior to the closing of
				the transaction, including all of the following:
(i) The amounts and types of
				equity.
(ii) The terms of
				preference stock, whether cumulative or participating, or on dividends or
				assets, or otherwise.
(iii) The
				amount of bonds authorized and issued, describing each class separately and
				giving the date of issue, par value, rate of interest, date of maturity, and
				how secured.
(iv) Other
				indebtedness, if any.
(m) A description of the capital structure of
				all parties to the transaction after the closing of the transaction, including
				any new entities created as a result of the transaction, including the
				following:
(i) The amounts and types of
				equity.
(ii) The terms of
				preference stock, whether cumulative or participating, or on dividends or
				assets, or otherwise.
(iii) The
				amount of bonds authorized and issued, describing each class separately and
				giving the date of issue, par value, rate of interest, date of maturity, and
				how secured.
(iv) Other
				indebtedness, if any.
(n) A description of the applicant's
				commitment, if any, to maintaining existing levels of corporate charitable
				contributions and community support after the transaction.
(o) A description of the effect of the
				transaction on the degree of risk assumed by utility customers for liabilities
				associated with activities that are not regulated by the commission.
(p) A description of the applicant's
				commitment, if any, to maintaining existing corporate offices located in
				Michigan.
(q) An explanation of
				whether the applicant or any party to the transaction intends to seek rate
				recovery of transaction costs, acquisition premiums, goodwill, or control
				premiums, and the projected amount.
(r) A detailed description of the effect of
				the transaction on the affected utility's regulatory cost of capital.
(s) A description of transaction related
				savings credits for customers, if any.
(t) A description of the effect of the
				proposed transaction on market power.
(u) A description of the effect of the
				proposed transaction on the affected utility's state and local tax
				liability.
(v) A description of any
				projected labor force reduction associated with the transaction.
(w) A description of any proposed safeguards
				for stabilizing wages and benefits associated with the transaction.
(x) A description of any additional
				commitments the applicant is making to the commission that are not included in
				the transaction documents.
(y) A
				description of any new entities created to facilitate the
				transaction.
(z) Applicants, and
				each jurisdictional utility whose assets or securities are involved in the
				proposed transaction, shall not rely upon any models or data subject to
				proprietary constraints for their applications filed under MCL 460.6q, unless
				the applicant or utility provides, upon request of any party, a mutually agreed
				upon time and place for the party's inspection of the proprietary model or
				data, along with operating manuals necessary to allow the inspecting party to
				use the model or data. For purposes of this subdivision, "party" includes, but
				is not limited to, any person who has filed a petition to intervene in the
				proceeding to which no objection has been filed.