Acts and Regulations

2013, c.7 - Electricity Act

Section 139.2
Disposition versions

Full text
Transactions between strategic partners
2024, c.26, s.2
139.2(1)In this section and sections 139.3 and 139.4, “transaction between strategic partners” means
(a) a transaction or series of related transactions whereby the Corporation sells, leases or otherwise disposes of all or a portion of a generation facility owned by the Corporation, and the transaction or series of related transactions may include
(i) the incorporation of a subsidiary or an affiliate of either the Corporation or the Holding Corporation,
(ii) the formation or registration of a partnership, limited partnership, joint venture or similar arrangement in order to facilitate the carrying out of the transaction or series of related transactions,
(iii) the creation of a trust or other similar legal structure,
(iv) the entering into of a power purchase agreement between the Corporation and the person who acquired ownership or possession and control of all or a portion of the generation facility,
(v) the provision of guarantees or the raising of funds required to enter into or carry out the transaction or series of related transactions, and
(vi) the entering into of any other contract or agreement necessary or incidental to entering into or carrying out the transaction or series of related transactions, and
(b) an agreement, contract or transaction, or any element of the agreement, contract or transaction, that is prescribed by regulation as being part of a transaction between strategic partners.
139.2(2)With the approval of the Lieutenant-Governor in Council and subject to any terms or conditions that the Lieutenant-Governor in Council considers appropriate, the Corporation may enter into and carry out a transaction between strategic partners with any person.
139.2(3)The Lieutenant-Governor in Council may give the approval referred to in subsection (2) if the Lieutenant-Governor in Council is satisfied that the transaction between strategic partners
(a) will result in an increase in the percentage of equity in the Corporation’s capital structure,
(b) will result in the Corporation or the Holding Corporation, or a subsidiary or affiliate of the Corporation or the Holding Corporation, having a legal or beneficial interest in the person who acquires ownership or possession and control of all or a portion of the generation facility that is the subject of the transaction, and
(c) will not derogate from the obligation of the Corporation to ensure the safe, adequate, secure and reliable supply of electric service within the Province.
139.2(4)For the purposes of entering into or carrying out a transaction between strategic partners, the Corporation is required to comply with the requirements prescribed by regulation.
139.2(5)For greater certainty, after a transaction between strategic partners is approved by the Lieutenant-Governor in Council, the Lieutenant-Governor in Council may approve any agreement, contract or transaction subsequently entered into by the parties that the Lieutenant-Governor in Council considers to be part of that transaction.
139.2(6)Subject to subsection (7), the Corporation may enter into and carry out an agreement with any person for the purposes of entering into and carrying out a transaction between strategic partners.
139.2(7)An agreement entered into between the Corporation and another person does not bind the parties to the agreement unless the agreement is first approved by the Lieutenant-Governor in Council.
139.2(8)A transaction between strategic partners that is approved under this section shall be deemed to be prudent, and the costs and expenses incurred or to be incurred by the Corporation in respect of the transaction, including those costs and expenses in connection with agreements and contracts entered into as part of the transaction, shall be deemed to be prudent and necessary to enter into and carry out the transaction.
139.2(9)When a transaction between strategic partners is approved under this section, the Board shall ensure that the Corporation recovers the costs and expenses incurred or to be incurred relating to the transaction, including the costs and expenses in connection with the agreements and contracts entered into as part of the transaction, and those costs and expenses are reflected in the rates charged by the Corporation in respect of the services referred to in section 102, and their recovery is deemed to be just and reasonable for purposes of section 103.
139.2(10)When a transaction between strategic partners is approved by the Lieutenant-Governor in Council under this section, it is not necessary to also obtain the approval of the Lieutenant-Governor in Council referred to in subsections 2.62(1), 2.7(1) and (5) and 36(1), (6) and (7).
139.2(11)Subsection 2.62(2) does not apply to a subsidiary incorporated as part of a transaction between strategic partners approved under this section.
2024, c.26, s.2