During 2015, Southern Power Company acquired or contracted to acquire through its wholly-owned subsidiaries, Southern Renewable Partnerships, LLC or Southern Renewable Energy, Inc. (SRE), the following projects in accordance with its overall growth strategy, which are included in its capital program estimates for 2015. Acquisition-related costs were expensed as incurred and were not material. The acquisitions do not include any contingent consideration unless specifically noted.

Project Entity

Seller; Acquisition Date

Approx. Nameplate Capacity

Location

Southern Power Percentage Ownership

Expected/Actual Commercial Operation Date

PPA
Counterparties for Entire Plant Output

PPA Contract Period

Approx. Purchase Price

(MW)

(in millions)

WIND

Kay Wind, LLC

Apex Clean Energy Holdings, LLC

299

Kay County, Oklahoma

100

Fourth quarter 2015

Westar Energy, Inc. and Grant River Dam Authority

20 years

492

(a)

Grant Wind, LLC

Apex Clean Energy Holdings, LLC

151

Grant County, Oklahoma

100

First quarter 2016

Western Farmers, East Texas, and Northeast Texas Electric Cooperative

20 years

264

(a)

SOLAR

Lost Hills Blackwell Holdings, LLC (Lost Hills Blackwell)

First Solar, Inc. (First Solar)
April 15, 2015

Kern County, California

(b)

April 17, 2015

City of Roseville, California/Pacific Gas and Electric Company

29 years

(c)

NS Solar Holdings, LLC (North Star)

First Solar
April 30, 2015

Fresno County, California

(b)

June 20, 2015

Pacific Gas and Electric Company

20 years

211

(d)

Tranquillity

Recurrent Energy, LLC
August 28, 2015

204

Fresno County, California

(b)

Fourth quarter 2016

Shell Energy North America (US), LP/Southern California Edison Company

18 years

100

(e)

Desert Stateline Holdings, LLC (Desert Stateline)

First Solar
August 31, 2015

300

San Bernardino County, California

(b)

8 Phases from December 2015 to Third quarter 2016

Southern California Edison Company

20 years

439

(f)

GASNA 31P, LLC (Morelos)

Solar Frontier Americas Holding, LLC
October 22, 2015

Kern County, California

Fourth quarter 2015

Pacific Gas and Electric Company

20 years

(g)

(a) On February 24, 2015 and September 4, 2015, Southern Power entered into agreements to acquire Kay Wind, LLC and Grant Wind, LLC, respectively. The completion of each acquisition is subject to the seller achieving certain construction and project milestones, as well as various other customary conditions to closing. Each acquisition is expected to close at or near the expected commercial operation date. In addition, the final purchase price may be adjusted based on performance testing as specified in the applicable purchase agreement. The Grant Wind, LLC purchase price includes contingent consideration. The ultimate outcome of this matter cannot be determined at this time.

(b) Southern Power owns 100% of the class A membership interests and a wholly-owned subsidiary of the seller owns 100% of the class B membership interests. Southern Power and the class B member are entitled to 51% and 49%, respectively, of all cash distributions from the respective project. In addition, Southern Power is entitled to substantially all of the federal tax benefits with respect to the respective transaction.

(c) Concurrently, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $33 million. The fair values of the assets acquired through the business combination were recorded as follows: $98 million as property, plant, and equipment and $9 million as a receivable related to transmission interconnection costs; however, the allocation of the purchase price to individual assets has not been finalized.

(d) Concurrently, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $100 million. The fair values of the assets acquired through the business combination were recorded as follows: $266 million as property, plant, and equipment, $24 million as an intangible asset, and $21 million as a receivable related to transmission interconnection costs; however, the allocation of the purchase price to individual assets has not been finalized.

(e) Concurrently, a wholly-owned subsidiary of Recurrent Energy, LLC converted all its membership interests to 100% of the class B membership interests of Tranquillity after contributing approximately $157 million of assets and receiving an initial distribution of $100 million. The fair values of the assets acquired were recorded as follows: $170 million as CWIP, $24 million as other receivables, and $37 million as payables; however, the allocation of the purchase price to individual assets has not been finalized. Subsequent to the acquisition, Southern Power and Recurrent Energy, LLC are expected to make additional construction payments of approximately $215 million and $106 million, respectively. The ultimate outcome of this matter cannot be determined at this time.

(f) Concurrently, a wholly-owned subsidiary of First Solar acquired 100% of the class B membership interests for approximately $223 million. As of September 30, 2015, the fair values of the assets acquired, which includes Southern Power's and First Solar's initial payments due under the related construction agreement, were recorded as follows: $413 million as CWIP and $249 million as an intangible asset; however, the allocation of the purchase price to individual assets has not been finalized. The intangible asset consists of an acquired PPA that will be amortized over its 20-year term. The estimated amortization for future periods is approximately $6.2 million in 2016, $12.5 million per year for 2017 through 2020, and $192.8 million thereafter. Southern Power's and First Solar's remaining combined future payments, including construction payments, are estimated to be between $827 million to $844 million. The ultimate outcome of this matter cannot be determined at this time.

(g) On October 22, 2015, SRE and Turner Renewable Energy, LLC (TRE), through Southern Turner Renewable Energy, LLC, a jointly-owned subsidiary owned 90% by SRE, acquired all of the outstanding membership interests of Morelos. The total purchase price, including TRE's 10% ownership, is approximately $50 million.