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New/Upcoming CFIUS Filing: Celco Energy LLC; Celco Partners L.P. and NRG South Central Generating LLC

Status: New/Upcoming

Acquirer: Cleco Energy LLC (US); Cleco Partners L.P. (Canada)

Acquired: NRG South Central Generating LLC (US)

Value: Approximately US$1 billion

Industry: Energy; Regulated Utilities

On February 7, 2018, NRG Energy, Inc., an integrated power generation and distribution company based in New Jersey, announced that it entered into a Purchase and Sale Agreement with Cleco Energy LLC, a generation and distribution utility company headquartered in Louisiana and subsidiary of Cleco Partners L.P., whereby Cleco Energy will purchase NRG South Central Generating LLC, a wholly owned subsidiary of NRG Energy. (See NRG Energy, Inc., Form 8-K, Feb. 7, 2018, SEC Filing.) According to a November 2016 investor presentation, Cleco Partners is a Delaware limited partnership that is approximately 54% held by  Macquarie Infrastructure and Real Assets and approximately 37% held by British Columbia Investment Management Corporation, both Canadian based investment entities. (See Cleco Investor Presentation, 51st EEI Financial Conference, Nov. 6-9, 2016 ; see also Description of Transaction and Public Interest Statement, Federal Communications Commission.) NRG South Central Generating “owns and operates a 3,555 MW portfolio of generation assets consisting of 225 MW Bayou Cove, 430 MW Big Cajun-I, 1,461 MW Big Cajun-II, 1,263 MW Cottonwood and 176 MW Sterlington, and serves a customer base of cooperatives, municipalities and regional utilities under load contracts.” (NRG Energy Press Release, NRG Announces Asset Sales, Feb. 7, 2018.) The transaction “is subject to various customary closing conditions, approvals and consents; including . . . Committee on Foreign Investment in the United States (CFIUS) …” (Id.see NRG Energy, Inc., Form 8-K, Feb. 7, 2018, SEC Filing.)

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