093_HB2200sam004
LRB093 07959 AMC 20144 a
1 AMENDMENT TO HOUSE BILL 2200
2 AMENDMENT NO. . Amend House Bill 2200, AS AMENDED,
3 by replacing everything after the enacting clause with the
4 following:
5 "Section 5. The Public Utilities Act is amended by
6 changing Section 7-204 as follows:
7 (220 ILCS 5/7-204) (from Ch. 111 2/3, par. 7-204)
8 Sec. 7-204. Reorganization defined; Commission approval
9 therefore.
10 (a) For purposes of this Section, "reorganization" means
11 any transaction which, regardless of the means by which it is
12 accomplished, results in a change in the ownership of a
13 majority of the voting capital stock of an Illinois public
14 utility; or the ownership or control of any entity which owns
15 or controls a majority of the voting capital stock of a
16 public utility; or by which 2 public utilities merge, or by
17 which a public utility acquires substantially all of the
18 assets of another public utility; or the transactions
19 described in subsection (g); provided, however, that
20 "reorganization" as used in this Section shall not include a
21 mortgage or pledge transaction entered into to secure a bona
22 fide borrowing by the party granting the mortgage or making
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1 the pledge.
2 In addition to the foregoing, "reorganization" shall
3 include for purposes of this Section any transaction which,
4 regardless of the means by which it is accomplished, will
5 have the effect of terminating the affiliated interest status
6 of any entity as defined in paragraphs (a), (b), (c) or (d)
7 of subsection (2) of Section 7-101 of this Act where such
8 entity had transactions with the public utility, in the 12
9 calendar months immediately preceding the date of termination
10 of such affiliated interest status subject to subsection (3)
11 of Section 7-101 of this Act with a value greater than 15% of
12 the public utility's revenues for that same 12-month period.
13 If the proposed transaction would have the effect of
14 terminating the affiliated interest status of more than one
15 Illinois public utility, the utility with the greatest
16 revenues for the 12-month period shall be used to determine
17 whether such proposed transaction is a reorganization for the
18 purposes of this Section. The Commission shall have
19 jurisdiction over any reorganization as defined herein.
20 (b) No reorganization shall take place without prior
21 Commission approval. The Commission shall not approve any
22 proposed reorganization if the Commission finds, after notice
23 and hearing, that the reorganization will adversely affect
24 the utility's ability to perform its duties under this Act.
25 In reviewing any proposed reorganization, the Commission must
26 find that:
27 (1) the proposed reorganization will not diminish
28 the utility's ability to provide adequate, reliable,
29 efficient, safe and least-cost public utility service;
30 (2) the proposed reorganization will not result in
31 the unjustified subsidization of non-utility activities
32 by the utility or its customers;
33 (3) costs and facilities are fairly and reasonably
34 allocated between utility and non-utility activities in
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1 such a manner that the Commission may identify those
2 costs and facilities which are properly included by the
3 utility for ratemaking purposes;
4 (4) the proposed reorganization will not
5 significantly impair the utility's ability to raise
6 necessary capital on reasonable terms or to maintain a
7 reasonable capital structure;
8 (5) the utility will remain subject to all
9 applicable laws, regulations, rules, decisions and
10 policies governing the regulation of Illinois public
11 utilities;
12 (6) the proposed reorganization is not likely to
13 have a significant adverse effect on competition in those
14 markets over which the Commission has jurisdiction;
15 (7) the proposed reorganization is not likely to
16 result in any adverse rate impacts on retail customers.
17 (c) The Commission shall not approve a reorganization
18 without ruling on: (i) the allocation of any savings
19 resulting from the proposed reorganization; and (ii) whether
20 the companies should be allowed to recover any costs incurred
21 in accomplishing the proposed reorganization and, if so, the
22 amount of costs eligible for recovery and how the costs will
23 be allocated.
24 (d) The Commission shall issue its Order approving or
25 denying the proposed reorganization within 11 months after
26 the application is filed. The Commission may extend the
27 deadline for a period equivalent to the length of any delay
28 which the Commission finds to have been caused by the
29 Applicant's failure to provide data or information requested
30 by the Commission or that the Commission ordered the
31 Applicant to provide to the parties. The Commission may also
32 extend the deadline by an additional period not to exceed 3
33 months to consider amendments to the Applicant's filing, or
34 to consider reasonably unforeseeable changes in circumstances
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1 subsequent to the Applicant's initial filing.
2 (e) Subsections (c) and (d) and subparagraphs (6) and
3 (7) of subsection (b) of this Section shall apply only to
4 merger applications submitted to the Commission subsequent to
5 April 23, 1997. No other Commission approvals shall be
6 required for mergers that are subject to this Section.
7 (f) In approving any proposed reorganization pursuant to
8 this Section the Commission may impose such terms, conditions
9 or requirements as, in its judgment, are necessary to protect
10 the interests of the public utility and its customers.
11 (g) The Commission shall, within 9 months after an
12 application is filed, but in no event later than one year
13 after the effective date of this amendatory Act of the 93rd
14 General Assembly, issue its Order approving or denying any
15 proposed reorganization involving the acquisition by a public
16 utility or its affiliate of all of the common stock or
17 substantially all of the operating assets, whether by merger,
18 creation and acquisition of a limited liability or other
19 company, or otherwise, of another public utility that has
20 secured debt which is, or was, within the year prior to the
21 filing of the application, rated below investment grade by at
22 least 3 nationally recognized rating agencies. The Commission
23 shall in such a proceeding review and approve, with or
24 without modification, the entries to be made as a result of
25 such reorganization on the books and records of the
26 reorganized public utility. The Commission shall further have
27 the authority, consistent with State jurisdiction, to review
28 and approve in such proceeding any purchased power agreement
29 related to the reorganization agreement that is entered into
30 by the reorganized utility, or by a public utility that
31 becomes affiliated with such public utility as a result of
32 the reorganization, and may condition its approval of any
33 such agreement in such manner as it may deem necessary to
34 safeguard the public interest. If the reorganization involves
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1 the sale or transfer of operating assets, then the Commission
2 shall also in such proceeding have the authority to make such
3 other determinations and approvals as may be required to
4 implement the reorganization and provide for an orderly
5 transition, including, but not limited to, providing for the
6 adoption by the reorganized public utility of existing rates,
7 terms, and conditions (including those filed pursuant to
8 Section 16-108 or Article XVIII of this Act), the
9 abandonment, transfer or granting of certificates, or the
10 assignment of service area agreements.
11 (Source: P.A. 90-561, eff. 12-16-97.)
12 Section 99. Effective date. This Act takes effect upon
13 becoming law.".