Sale of Bright Canyon Energy

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Sale of Bright Canyon Energy

Sale of Bright Canyon Energy

On August 4, 2023, Pinnacle West entered into a purchase and sale agreement pursuant to which we agreed to sell all of our equity interest in our wholly-owned subsidiary, BCE, to Ameresco. The transaction is accounted for as the sale of a business and was structured to close in multiple stages that were completed on January 12, 2024. Certain investments and assets that BCE previously held, including the TransCanyon joint venture and holdings in the two Tenaska wind farm investments, were not included in the BCE Sale and were instead transferred to PNW Power, a newly-formed, wholly-owned subsidiary of Pinnacle West. The BCE Sale did not include a $31 million equity bridge loan relating to BCE’s Los Alamitos project, which was paid in full by Pinnacle West on August 4, 2023. Other than these retained investments and the debt instrument, all BCE assets and liabilities were included in the BCE Sale and were transferred to Ameresco.

The first stage of the BCE Sale closed on August 4, 2023, with the carrying value of net assets transferred to Ameresco totaling $44 million, which included a $36 million construction term loan. See Note 6. The assets and liabilities transferred in this stage related to the BCE Los Alamitos project and were previously primarily classified as construction work in progress and current maturities of long-term debt, respectively. Our Consolidated Income Statement for the year ended December 31, 2023, includes a pretax gain of $6 million relating to this stage of the BCE Sale reported within other income. Our Consolidated Balance Sheets as of December 31, 2023, includes a $28 million note receivable from Ameresco relating to this initial stage of the BCE Sale, which was received in full by Pinnacle West on January 29, 2024.

As of December 31, 2023, our Consolidated Balance Sheets also include $35 million of assets classified as held for sale, relating to the remaining assets of BCE that transferred to Ameresco on January 12, 2024, in the second stage of the sale. These assets held for sale include BCE’s investment in the Kūpono Solar project, and other projects in various stages of development. The completion of the second stage of the BCE Sale was subject to various conditions precedent, including third-party consents which have been obtained. Prior to being classified as held for sale, these assets were primarily included in the other assets line item within the investments and other assets section on our Consolidated Balance Sheets. We measure assets held for sale at the lower of carrying value or fair value less cost to sell. For the year ended December 31, 2023, no impairment loss was recognized related to the assets classified as held for sale.

The purchase and sale agreement, as amended, provided for Pinnacle West to purchase, from Ameresco, approximately $28 million of investment tax credits that were generated by the assets included in the BCE Sale. The tax credits were purchased and transferred to Pinnacle West on January 30, 2024.

As of January 12, 2024, all stages of the BCE Sale have been completed. The purchase and sale agreement, as amended, allows Ameresco to make certain deferred payments relating to the BCE Sale throughout 2024. Pinnacle West continues to maintain certain performance guarantees relating to the BCE Kūpono Solar project financing which were not transferred in the BCE Sale transaction. See Note 10.