2. Background

PacifiCorp and a TransAlta subsidiary called 2677588 Washington LLC (Washington LLC) seek (a) an order approving the proposed sale and transfer of PacifiCorp's interest in the Skookumchuck dam, hydroelectric facility and related assets (the Skookumchuck Project, or Project) to Washington LLC, and (b) certain public interest findings required in order for Washington LLC to qualify as an exempt wholesale generator under the Public Utility Holding Company Act of 1935 (Holding Company Act).

The application is filed pursuant to Pub. Util. Code § 851, which requires Commission approval for the sale of public utility property necessary or useful in the performance of the utility's duties to the public.

Although there is currently in place a general statutory prohibition against the sale of utility generating assets (Pub. Util. Code § 377), the California Legislature has expressly authorized this type of transaction if the facility is not located in California and is not necessary to serve the public utility's customers in California. (Pub. Util. Code § 377.2.)