SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-27704; International Series Release No. 1271; 70-9849)
National Grid Transco plc, et al.
Supplemental Order De-Registering Holding Companies
August 1, 2003
National Grid Transco plc ("National Grid," formerly known as National Grid Group plc and New National Grid Group plc), National Grid Holdings One plc ("Holdings One"), National Grid (US) Investments ("US Investments"), all in London, United Kingdom, National Grid (Ireland) 1 Limited ("Ireland 1"), and National Grid (Ireland) 2 Limited ("Ireland 2"), both in Luxembourg, all registered holding companies (collectively, "Applicants"), have filed with the Securities and Exchange Commission ("Commission") under section 5(d) of the Public Utility Holding Company Act of 1935, as amended ("Act") a post-effective amendment ("Post-Effective Amendment") to a previously filed application. On April 4, 2003, the Commission issued a notice of the Post-Effective Amendment (Holding Co. Act Release No. 27665).
By order dated March 15, 2000 (National Grid Group plc, Holding Co. Act Release No. 27154) ("NEES Order"), the Commission authorized Holdings One (also formerly known as National Grid Group plc) to acquire all of the issued and outstanding common stock of the New England Electric System ("NEES"), a registered holding company. Holdings One acquired NEES through several intermediate registered holding companies, including: US Investments, Ireland 1, and Ireland 2. This corporate structure was designed to hold the National Grid's United States assets in a tax-efficient manner. To maintain tax efficiency, the Commission also authorized Holdings One to make non-material changes to its corporate structure.1
By order dated January 16, 2002 (National Grid Group plc, Holding Co. Act Release No. 27490) ("NiMo Order"), the Commission authorized Holdings One and National Grid to acquire Niagara Mohawk Holdings, Inc. ("NiMo"). In the NiMo Order, the Commission also authorized Holdings One to become a direct subsidiary of National Grid and the direct parent of National Grid Holdings, Limited, a foreign utility company ("FUCO") within the meaning of section 33 of the Act. In the application underlying the NiMo Order, it was represented that Holdings One would deregister, as proposed by the application, and claim FUCO status.
Prior to the acquisition of NiMo, under the authority granted by the NEES Order, Holdings One restructured its intermediate registered holding company subsidiaries. Specifically, US Investments, Ireland 1, and Ireland 2 (collectively, "Former Intermediate Holding Companies") were removed as intermediate holding companies.2 They are now direct or indirect subsidiaries of National Grid Holdings Limited.3
As a result of the transactions described above, Holdings One and the Former Intermediate Holding Companies no longer, directly or indirectly, own, control, or hold the power to vote ten percent or more of the outstanding voting securities of any public-utility company or holding company. Correspondingly, Applicants request that the Commission declare that Holdings One and the Former Intermediate Holding Companies are no longer public-utility holding companies.
Applicants estimate that the fees, commissions and expenses to be incurred in connection with the proposed transactions will be $10,000. Applicants state that no state or federal commission, other than this Commission, has jurisdiction over any of the proposed transactions.
Due notice of the Post-Effective Amendment has been given in the manner prescribed by rule 23, and no hearing has been requested of or ordered by the Commission. Based on the facts in the record, it is found that the applicable standards of the Act are satisfied and that no adverse findings are necessary.
IT IS ORDERED, under the applicable provisions of the Act and rules under the Act, that the Post-Effective Amendment, as amended, is granted immediately, subject to the terms and conditions prescribed in rule 24 under the Act.
For the Commission, by the Division of Investment Management, pursuant to delegated authority.
1 In the application underlying the NEES Order, it was stated that, to maintain an efficient post-acquisition structure, it might be necessary to revise quickly various organizational details of the intermediate registered holding companies to respond to certain changes in areas such as tax laws and accounting rules.
2 National Grid (US) Investments 4, National Grid US Partner 1 Limited, National Grid US Partner 2 Limited, and National Grid Holdings Inc. were added as new intermediate holding companies. National Grid (US) Holdings Limited and National Grid General Partnership were not changed in the restructuring, and remain intermediate registered holding companies.
3 Specifically, US Investments and Ireland 1 are direct subsidiaries of National Grid Holdings Limited; Ireland 2 is a direct subsidiary of Ireland 1.