2412003 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, December 12, 2024 2:32 PM
To: 	HSR Auto Forward List
Subject: 	FW: Request for Informal Interpretation
Sent: Thursday, December 12, 2024 2:31:48 PM (UTC-05:00) Eastern Time (US & Canada)
Assuming that both the	Irrigation District and Energy Center	Authority	are agencies as well,	we agree with
your analysis.
From: Walsh, Kathryn E.
To:
Cc: HSRHelp
Subject: FW: Request for Informal Interpretation
From:
Sent: Wednesday,	December 11,	2024	2:31:03 PM (UTC-05:00) Eastern Time (US &	Canada)
To: HSRHelp
Subject: Request for Informal Interpretation
Dear	HSR	Help:	Please	confirm	our understanding	that	the acquisition	described below	is not	subject	to	the	HSR
Act because the seller is an agency	of a	state, and thus not a	“person” under 16 CFR	801.1(a)(2).
The assets	to	be	acquired	comprise a	wind	electric	power generation facility owned	by	a California Wind Power
“Authority” (the	“WPA”).	The	WPA is	a	“joint powers authority” formed pursuant to	a	state	statute	that grants two
or more public agencies the power to	form such	an entity for one of the	public	purposes enumerated	in,	and
subject	to,	the statute.	(link:	Codes	Display	Text (ca.gov)	)
The forming agencies	were	an	Irrigation	District and an Energy Center Authority.	The	WPA formation document
provides that “There is hereby created	pursuant to	the	Law,	a	public	agency to	be	known as	[the	WPA]”	(emphasis
added) and	that it	was	“established .	.	. to provide	for the joint exercise	of powers	common to the	[Irrigation	District
and	Energy Center Authority].”	Thus,	by	its	enabling	legislation	and formation	document, the	WPA	is a “public
agency.”
Additional factors	supporting the	WPA as	being an agency (and	not a corporation or unincorporated entity engaged
in commerce)	are:
 	The WPA is administered by	a	“Commission” required	to be	comprised	of	members of the	board	of the
Irrigation District “sitting ex	officio.”	The	members of board	of the	Irrigation	District are	directly	elected	by
the	public and	is	“the	legislative	body”	of the Irrigation District.	Thus, the	governing body of	the	WPA are	all
publicly elected	officials.
 	The WPA has	no	employees.
 	The WPA joint powers	agreement under	which it was	formed states that	upon dissolution or termination	of
WPA,	all of	its	assets	and	surplus	cash shall be	transferred	to the	Irrigation	District.
 	WPA issued	bonds	are considered “municipal bonds.”
 	All power generated by the WPA is	and	has been purchased by	the	Irrigation District pursuant	to	a Power
Purchase	Agreement.
Based on these	factors	we	believe	that	the	WPA is not	a “person” under the HSR	Act.
Please	let me	know	if you have any	questions	or	need additional information.
Thank you,
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