16 U.S.C. § 824b — Disposition of property; consolidations;

Page 1410 TITLE 16—CONSERVATION § 824b 2 So in original. Probably should be ‘‘rights-of-way’’. applicable execution order respecting the con- struction, operation, maintenance, or connec- tion at the borders of the United States of facili- ties for the transmission of electric energy be- tween the United States and a foreign country. Any finding of the Commission under an appli- cable executive order referred to in this sub- section shall be treated for purposes of judicial review as an order issued under section 202(e) of the Federal Power Act. (c) Timely acquisition by other means The Secretary may not acquire any rights-of- day 2 under this section unless he determines that the holder or holders of a permit referred to in subsection (a)(1)(B) are unable to acquire such rights-of-way under State condemnation author- ity, or after reasonable opportunity for negotia- tion, without unreasonably delaying construc- tion, taking into consideration the impact of such delay on completion of the facilities in a timely fashion. (d) Payments by permittees (1) The property interest acquired by the Sec- retary under this section (whether by eminent domain or other purchase) shall be transferred by the Secretary to the holder of a permit re- ferred to in subsection (b) if such holder has made payment to the Secretary of the entire costs of the acquisition of such property inter- est, including administrative costs. The Sec- retary may accept, and expend, for purposes of such acquisition, amounts from any such person before acquiring a property interest to be trans- ferred to such person under this section. (2) If no payment is made by a permit holder under paragraph (1), within a reasonable time, the Secretary shall offer such rights-of-way to the original owner for reacquisition at the origi- nal price paid by the Secretary. If such original owner refuses to reacquire such property after a reasonable period, the Secretary shall dispose of such property in accordance with applicable pro- visions of law governing disposal of property of the United States. (e) Federal law governing Federal lands This section shall not affect any Federal law governing Federal lands. (Pub. L. 95–617, title VI, § 602, Nov. 9, 1978, 92 Stat. 3164.) Editorial Notes CODIFICATION Subsection (f), which required the Secretary to report annually to Congress on actions taken pursuant to this section, terminated, effective May 15, 2000, pursuant to section 3003 of Pub. L. 104–66, as amended, set out as a note under section 1113 of Title 31, Money and Finance. See, also, page 90 of House Document No. 103–7. Section was enacted as part of the Public Utility Regulatory Policies Act of 1978, and not as part of the Federal Power Act which generally comprises this chapter. Statutory Notes and Related Subsidiaries DEFINITIONS For definitions of terms used in this section, see sec- tion 2602 of this title. § 824b. Disposition of property; consolidations; purchase of securities (a) Authorization (1) No public utility shall, without first having secured an order of the Commission authorizing it to do so— (A) sell, lease, or otherwise dispose of the whole of its facilities subject to the jurisdic- tion of the Commission, or any part thereof of a value in excess of $10,000,000; (B) merge or consolidate, directly or indi- rectly, its facilities subject to the jurisdiction of the Commission, or any part thereof, with the facilities of any other person, or any part thereof, that are subject to the jurisdiction of the Commission and have a value in excess of $10,000,000, by any means whatsoever; (C) purchase, acquire, or take any security with a value in excess of $10,000,000 of any other public utility; or (D) purchase, lease, or otherwise acquire an existing generation facility— (i) that has a value in excess of $10,000,000; and (ii) that is used for interstate wholesale sales and over which the Commission has ju- risdiction for ratemaking purposes. (2) No holding company in a holding company system that includes a transmitting utility or an electric utility shall purchase, acquire, or take any security with a value in excess of $10,000,000 of, or, by any means whatsoever, di- rectly or indirectly, merge or consolidate with, a transmitting utility, an electric utility com- pany, or a holding company in a holding com- pany system that includes a transmitting util- ity, or an electric utility company, with a value in excess of $10,000,000 without first having se- cured an order of the Commission authorizing it to do so. (3) Upon receipt of an application for such ap- proval the Commission shall give reasonable no- tice in writing to the Governor and State com- mission of each of the States in which the phys- ical property affected, or any part thereof, is sit- uated, and to such other persons as it may deem advisable. (4) After notice and opportunity for hearing, the Commission shall approve the proposed dis- position, consolidation, acquisition, or change in control, if it finds that the proposed trans- action will be consistent with the public inter- est, and will not result in cross-subsidization of a non-utility associate company or the pledge or encumbrance of utility assets for the benefit of an associate company, unless the Commission determines that the cross-subsidization, pledge, or encumbrance will be consistent with the pub- lic interest. (5) The Commission shall, by rule, adopt pro- cedures for the expeditious consideration of ap- plications for the approval of dispositions, con- solidations, or acquisitions, under this section. Such rules shall identify classes of transactions, or specify criteria for transactions, that nor- mally meet the standards established in para- graph (4). The Commission shall provide expe- dited review for such transactions. The Commis- sion shall grant or deny any other application for approval of a transaction not later than 180 Page 1411 TITLE 16—CONSERVATION § 824c days after the application is filed. If the Com- mission does not act within 180 days, such appli- cation shall be deemed granted unless the Com- mission finds, based on good cause, that further consideration is required to determine whether the proposed transaction meets the standards of paragraph (4) and issues an order tolling the time for acting on the application for not more than 180 days, at the end of which additional pe- riod the Commission shall grant or deny the ap- plication. (6) For purposes of this subsection, the terms ‘‘associate company’’, ‘‘holding company’’, and ‘‘holding company system’’ have the meaning given those terms in the Public Utility Holding Company Act of 2005 [42 U.S.C. 16451 et seq.]. (7)(A) Not later than 180 days after September 28, 2018, the Commission shall promulgate a rule requiring any public utility that is seeking to merge or consolidate, directly or indirectly, its facilities subject to the jurisdiction of the Com- mission, or any part thereof, with those of any other person, to notify the Commission of such transaction not later than 30 days after the date on which the transaction is consummated if— (i) the facilities, or any part thereof, to be acquired are of a value in excess of $1,000,000; and (ii) such public utility is not required to se- cure an order of the Commission under para- graph (1)(B). (B) In establishing any notification require- ment under subparagraph (A), the Commission shall, to the maximum extent practicable, mini- mize the paperwork burden resulting from the collection of information. (b) Orders of Commission The Commission may grant any application for an order under this section in whole or in part and upon such terms and conditions as it finds necessary or appropriate to secure the maintenance of adequate service and the coordi- nation in the public interest of facilities subject to the jurisdiction of the Commission. The Com- mission may from time to time for good cause shown make such orders supplemental to any order made under this section as it may find necessary or appropriate. (June 10, 1920, ch. 285, pt. II, § 203, as added Aug. 26, 1935, ch. 687, title II, § 213, 49 Stat. 849; amend- ed Pub. L. 109–58, title XII, § 1289(a), Aug. 8, 2005, 119 Stat. 982; Pub. L. 115–247, §§ 1, 2, Sept. 28, 2018, 132 Stat. 3152.) Editorial Notes REFERENCES IN TEXT The Public Utility Holding Company Act of 2005, re- ferred to in subsec. (a)(6), is subtitle F of title XII of Pub. L. 109–58, Aug. 8, 2005, 119 Stat. 972, which is classi- fied principally to part D (§ 16451 et seq.) of subchapter XII of chapter 149 of Title 42, The Public Health and Welfare. For complete classification of this Act to the Code, see Short Title note set out under section 15801 of Title 42 and Tables. AMENDMENTS 2018—Subsec. (a)(1)(B). Pub. L. 115–247, § 1, added sub- par. (B) and struck out former subpar. (B) which read as follows: ‘‘merge or consolidate, directly or indi- rectly, such facilities or any part thereof with those of any other person, by any means whatsoever;’’. Subsec. (a)(7). Pub. L. 115–247, § 2, added par. (7). 2005—Subsec. (a). Pub. L. 109–58 amended subsec. (a) generally. Prior to amendment, subsec. (a) read as fol- lows: ‘‘No public utility shall sell, lease, or otherwise dispose of the whole of its facilities subject to the juris- diction of the Commission, or any part thereof of a value in excess of $50,000, or by any means whatsoever, directly or indirectly, merge or consolidate such facili- ties or any part thereof with those of any other person, or purchase, acquire, or take any security of any other public utility, without first having secured an order of the Commission authorizing it to do so. Upon applica- tion for such approval the Commission shall give rea- sonable notice in writing to the Governor and State commission of each of the States in which the physical property affected, or any part thereof, is situated, and to such other persons as it may deem advisable. After notice and opportunity for hearing, if the Commission finds that the proposed disposition, consolidation, ac- quisition, or control will be consistent with the public interest, it shall approve the same.’’ Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2018 AMENDMENT Pub. L. 115–247, § 3, Sept. 28, 2018, 132 Stat. 3152, pro- vided that: ‘‘The amendment made by section 1 [amending this section] shall take effect 180 days after the date of enactment of this Act [Sept. 28, 2018].’’ EFFECTIVE DATE OF 2005 AMENDMENT Pub. L. 109–58, title XII, § 1289(b), (c), Aug. 8, 2005, 119 Stat. 983, provided that: ‘‘(b) EFFECTIVE DATE.—The amendments made by this section [amending this section] shall take effect 6 months after the date of enactment of this Act [Aug. 8, 2005]. ‘‘(c) TRANSITION PROVISION.—The amendments made by subsection (a) [amending this section] shall not apply to any application under section 203 of the Fed- eral Power Act (16 U.S.C. 824b) that was filed on or be- fore the date of enactment of this Act [Aug. 8, 2005].’’ § 824c. Issuance of securities; assumption of li- abilities (a) Authorization by Commission No public utility shall issue any security, or assume any obligation or liability as guarantor, indorser, surety, or otherwise in respect of any security of another person, unless and until, and then only to the extent that, upon application by the public utility, the Commission by order authorizes such issue or assumption of liability. The Commission shall make such order only if it finds that such issue or assumption (a) is for some lawful object, within the corporate pur- poses of the applicant and compatible with the public interest, which is necessary or appro- priate for or consistent with the proper perform- ance by the applicant of service as a public util- ity and which will not impair its ability to per- form that service, and (b) is reasonably nec- essary or appropriate for such purposes. The pro- visions of this section shall be effective six months after August 26, 1935. (b) Application approval or modification; supple- mental orders The Commission, after opportunity for hear- ing, may grant any application under this sec- tion in whole or in part, and with such modifica- tions and upon such terms and conditions as it may find necessary or appropriate, and may from time to time, after opportunity for hearing and for good cause shown, make such supple-