The right of first refusal is set forth in Section 13.3 of the Agreement, which gives Oglethorpe a right of first refusal to purchase any "Transfer Interest" under certain conditions that follow. An "Equity Transfer Interest" is defined asIn order to trigger the right of first refusal, therefore, the proposed sale, transfer, or other disposition must satisfy at least two conditions: (1) it must be a disposition by the Partnership or one of its Affiliates, and (2) it must be a disposition of the Partnership's or Affiliate's right, title, or interest in a Transfer Because the disposition allegedly triggering the right of first refusal was the sale by Dow of its stock in Destec, we must first determine whether Dow was an "Affiliate" of the Partnership.
At the time the Agreement was executed, the Partnership had one general partner and one limited partner, both of which were ultimately controlled by Transco Energy Company through a chain of subsidiary companies. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world.Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world.Oglethorpe Power Corporation provides utility services. The trial court granted summary judgment to the Partnership, and Oglethorpe appeals. "The term "Transfer Interest" is defined as either an "Asset Transfer Interest" or an "Equity Transfer Interest." Accordingly, the trial court properly granted summary judgment to the Partnership and denied summary judgment to Oglethorpe. HARTWELL ENERGY LIMITED PARTNERSHIP. TUCKER, Ga., Sept. 29, 2017 /PRNewswire/ -- Oglethorpe Power Corporation has received a conditional commitment from the U.S. Department of Energy (DOE) of an additional loan guarantee for approximately $1.62 billion to finance a portion of its costs to construct Plant Vogtle Units 3 and 4 near Waynesboro, GA.
of Regents &c. of Ga. v. A.B. In June 1992, Oglethorpe and the Partnership entered into a long-term agreement (the Agreement), under which Oglethorpe agreed to purchase electric power generated from the Partnership's production facility in Hart County. They are subject to revision at any time by the rating agencies. Of this total $735,773 was received as a salary, $137,337 was received as a bonus, $0 was received in stock options, $0 was awarded as stock and $147,423 came from other types of compensation. Total Equity aggregates grant date fair value of stock and option awards and long term incentives granted during the fiscal year. The Company acquires and generates energy for redistribution through natural gas, hydroelectric, coal, and nuclear generating plants. The Agreement also gave Oglethorpe a right of first refusal in the event that the Partnership or one of its "Affiliates" desired to sell a "Transfer Interest," as such terms were defined in the Agreement.In two subsequent transactions, with Oglethorpe's consent, Transco Energy sold fifty percent of its interest in the Partnership to Destec Energy, Inc. and the remaining fifty percent of its interest to another entity. Because Dow did not have the "power to direct the management and policies of" the Partnership, it was not an Affiliate and its sale of stock in its subsidiary did not trigger the right of first refusal. Oglethorpe Power is one of the largest energy producers in Georgia, generating much of the electric power that electric membership corporations (EMCs) deliver to the millions of Georgians they serve. Thus, Dow did not, even indirectly, have a majority ownership position in the Partnership. The definition of "Asset Transfer Interest" is not relevant in this case. Oglethorpe Power Corporation (An Electric contributions (that is, equity) from the members and are Membership Corporation) (‘‘Oglethorpe’’) is a Georgiaheld for the accounts of the members and returned to electric membership corporation incorporated in 1974them when the board of … [3] In addition to acquiring Dow's interest in Destec, NGC Corporation apparently purchased the remaining 20 percent of Destec's stock from the various other shareholders. [5] The Agreement's use of cross-referencing creates some confusion. [1] The Partnership also asserted claims for injunctive relief and attorney fees, but the trial court did not address those claims in its order. 859 Thus, it is apparent that Dow did not, by virtue of its indirect control of 50 percent of the limited and general partnership interests, have the "power to direct the management and policies" of the Partnership. Oglethorpe Power Corporation provides utility services.
Oglethorpe Power serves customers in the State of Georgia.2100 East Exchange Place TUCKER, Ga., May 14, 2020 /PRNewswire/ -- Oglethorpe Power Corporation executive management will discuss first quarter 2020 and year end 2019 results during a …
Following these transactions, Destec indirectly controlled fifty percent of the partnership interests through two wholly owned subsidiaries: Hartwell Independent Power Partners, Inc., which owned a one percent general partnership interest in the Partnership, and Hart County, IPP, Inc., which owned a forty-nine percent limited partnership interest. [2] This ownership structure is illustrated in an attached chart, which Oglethorpe prepared and the Partnership acknowledged was correct. Alston & Bird, William H. Hughes, Jr., Atlanta, for appellee.Hartwell Energy Limited Partnership (the Partnership) sued Oglethorpe Power Corporation, seeking a declaratory judgment that a certain stock transfer did not trigger Oglethorpe's right of first refusal under an agreement between the parties. The Agreement stated that "[t]he continued control of [the Partnership] by Transco Energy is a material factor in Oglethorpe Power's willingness to assume certain risks attendant to this Agreement," and prohibited Transco Energy or its affiliates from selling their interests in the Partnership without Oglethorpe's consent. Thus, Dow did not, even indirectly, have a majority ownership position in the Partnership.