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<title>February 2000: Order 2000 - Transco to Go -- Or No?</title>
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    <p align="left"><font face="Arial"><strong><small>About The Author:<br>
	<br>
	</small></strong><span lang="X-NONE" style="color: black"><font size="2">
	ROGER FELDMAN, Co-Chair of Andrews Kurth LLP Climate Change and Carbon 
	Markets Group has practiced law related to the finance of environmental and 
	energy projects and companies for 40 years.&nbsp; In particular, he has analyzed 
	and executed a wide variety and substantial value of project financings.&nbsp; He 
	chairs the American Bar Association&#8217;s Committee on Carbon Trading and 
	Finance, serves on the Board of the American Council for Renewable Energy, 
	and has been a senior official in the Federal Energy Administration.&nbsp; He is 
	a graduate of Brown University, Yale Law School and Harvard Business School.</font></span></font></p>
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<!--webbot bot="Include" i-checksum="19883" endspan --><p>&nbsp;</td>
    <td width="75%" valign="top"><img src="../images/feldman.gif" alt="Washington Viewpoint by Roger Feldman" border="0" WIDTH="375" HEIGHT="75"><p><b><u>February
      2000</u><br>
    </b></p>
      <font FACE="Palatino" SIZE="5"><p></font><b><font face="Arial" size="6">Order
      2000: Transco to Go -- Or No?</font></b></p>
    <p><strong>by Roger Feldman&nbsp; -- &nbsp; Bingham, Dana L.L.P.<br>
    </strong><font face="Arial" size="2">(<em>originally published by PMA OnLine Magazine:
    2000/02</em>)</font></p>
    <p><font FACE="Palatino" SIZE="2">&nbsp;</p>
      </font>
      <p ALIGN="JUSTIFY"><font face="Arial">FERC&#8217;s finalization of the RTO
      NOPR, as Order No. 2000 substantially along the lines of its initial
      proposal &#8211; open architecture, &quot;voluntary&quot; but &quot;tough
      love&quot; mandatory requirements and intriguing but hypothetical
      ratemaking incentives for new acolytes &#8211; does not necessarily resolve
      the business or the legal issues facing power industry players. In fact,
      it raises some new tactical questions as well. For privately owned transco
      fans, it may be remembered, indeed, as the Y2K glitch that was.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">Here&#8217;s how this conundrum
      happened. The questions FERC faced were:</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">(1) How to incentivize the expedited
      new construction of transmission, and overcome the physical and planning
      constraints necessary to facilitate the knitting together of the national
      deregulated open access market.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">(2) How to prevent the existing
      wires franchisees from unfairly precluding competition in their service
      territories, with the result that competition in generation does not reach
      the levels anticipated from deregulated competition.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">FERC had to come up with a way to
      answer these questions in a power market characterized by three
      potentially obstructive factors: consolidating in number of players:
      inability of ISO reforms of Order No. 888 to penetrate certain holding
      company dominated geographical inaccuracy of traditional powerpools&#8217;
      boundaries to reflect future merchant and trading power flows.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">FERC believes that private transcos
      are an important part of the way in which Order 2000 will cope with these
      problems. Some skepticism is in order.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">(1) Staff has stated that Order 2000
      will result in private transcos which address the need for new
      transmission construction. The Order requires utilities to present plans
      to divest ownership and control of assets by October 15, 2000. Utilities
      can do this by joining an RTO or ISO thereby submitting their assets to
      not-for-profit governance for no return, or sell the, sale of assets to a
      for-profit transco which would allow their profit realization. FERC staff
      assumes that the only options for utilities in response to the NOPR are
      (1) divest ownership to an independent for-profit transco (e.g. DC-based
      Trans-Elect); (2) divest control to an RTO which is
      &quot;independent&quot; under FERC rules (a task to which the FERC found
      the Midwest&#8217;s Transmission Alliance unequal) or (3) come up with
      something new. It therefore assumes that option 1, which offers short
      terms earnings growth, will be the one most frequently selected. Its
      analysis, however, leaves out a few possibilities so often seen in the
      real world:</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">&#8226; Delay: While intention to join
      an RTO must be filed by October 15, 2000, transmission owners are not
      required to give up their assets to an ISO or Transco in which they have
      only passive ownership until December 15, 2006. Look for challenges to
      FERC authority and Congressional legislative &quot;fixes&quot; to Order
      2000 in the interim. (In its go at deregulation legislation in the last
      session, Congress was not as enthusiastic about RTO
      &quot;independence&quot; as is Order 2000.)</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">&#8226; Passive Ownership: Utility
      non-voting, financial participation in the operations of transferred
      assets held by qualified RTOs is not restricted in amounts or duration by
      Order 2000. A passive annuity from a &quot;managed system&quot; RTO may be
      more attractive to a utility holding T&amp;D assets than the current
      surrender of the system to a private transco of assets (particularly when
      the value of these assets in a disaggregated system may be of appreciating
      value.) It also may represent a better insurance policy for continued
      operating access to customer markets.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">FERC&#8217;s private Transco optimism
      also ignores the fact that private transcos owned by a group of existing
      regional players seems remote. Order No. 2000 limits active ownership of a
      Transco by a class of market participants to 15%, i.e., it is designed to
      prevent local market dominance by utilities through RTOs. The universe of
      potential private buyers for new transcos therefore may be smaller than
      anticipated.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">In sum, FERC may be overoptimistic
      in assuming that there will be private transco proliferation which will
      meet transmission construction needs.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">(2) Even assuming RTO transco
      ownership arrangements can be established in a manner similar to that
      which it anticipated there is left the question of whether the resulting
      markets created will be optimal for new generation developers banking on
      their efficiency. The conflicting views emanating from the left coast
      between the establishment California Power Exchange (the &quot;PX&quot;)
      which is pro independent non-profit ISO structures (needless to say) and
      the competing, private Automated Power Exchange (the &quot;APX&quot;)
      possibly is instructive. The APX views the PX as nothing less than a
      potential monster, i.e. &quot;a state-sponsored monopoly tak(ing) over
      trading (of) a commodity &quot;with a public mandate as a
      &quot;not-for-profit&quot;&quot;. In support of its position it cites the
      fact that PX is a private transco in sheep&#8217;s closing: It is now seeking
      to bid as a joint venturer with private companies to serve in other
      jurisdictions, (just as the Cal ISO is now seeking to expand its scope to
      embrace more jurisdictions). PX cost structure is bloated, asserts APX
      reflective in some measure of its expansionist aspirations.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">A reasonable concern is that PX-like
      entities, (whether, in effect, adjuncts of public or private transcos),
      may proliferate under the new RTO rules. If that is the case, the
      robustness and attractiveness for merchant plants of deregulated markets
      may not be as well served as FERC had hoped in its RTO order.
      Paradoxically, this position may be exacerbated by FERC&#8217;s perception
      that there is efficiency value in requiring RTOs to cover large areas
      (notwithstanding smothering market competition may be an unanticipated
      side effect.) The relationship of transcos and PX arrangements is not a
      subject directly addressed by Order 2000. This may have the affect of
      slowing private transco development.</font></p>
      <p ALIGN="JUSTIFY"><font face="Arial">Order 2000 will stir up the market
      for transmission assets and challenge power pricing arrangements. But it
      will not assure solution of the problems it set out to deal with cited
      above. Specifically, it does not immutably point the way toward a single
      new business strategy. At the Power Diner, it is definitely not a FERC
      fast food order equivalent of &quot;transco to go.&quot;</font></p>
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text-align:left"><font face="Arial" size="2">
	<span lang="X-NONE" style="color: black">ROGER FELDMAN, Co-Chair of Andrews 
	Kurth LLP Climate Change and Carbon Markets Group has practiced law related 
	to the finance of environmental and energy projects and companies for 40 
	years.&nbsp; In particular, he has analyzed and executed a wide variety and 
	substantial value of project financings.&nbsp; He chairs the American Bar 
	Association&#8217;s Committee on Carbon Trading and Finance, serves on the Board 
	of the American Council for Renewable Energy, and has been a senior official 
	in the Federal Energy Administration.&nbsp; He is a graduate of Brown University, 
	Yale Law School and Harvard Business School.</span></font></p>

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