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Sept. 27, 2004: Acquisition of Fulton Cogeneration Power Plant Announced

SAN FRANCISCO, Calif.– Lion Capital Management Group (LCM), its partner Fimab and Promeneur & Hausmann, Inc. and El Paso Merchant Energy North America Company jointly announced that they have reached a definitive agreement for LCM to own and operate the Fulton Cogeneration Association, L.P. (FCA), a subsidiary of El Paso Power Merchant of Houston, Texas.

Last August, the United States Federal Energy Regulatory Commission issued an order authorizing disposition of jurisdictional facilities to El Paso Merchant Energy-Petroleum Company, Rensselaer Plant Holdco, Fulton Cogeneration Associates, Lion Capital Management, Fimab and Promeneur & Hausmann, Inc. which stated, “The proposed transactions are consistent with the public interest and are hereby authorized.” Also in the same month, the United States Federal Communications Commission consented to the transfers of control of the wireless telecommunication license WNVZ 562 from Coastal Technology Inc. to FCA. This asserts that FCA now meets the requirement of a small telephone company as set out by the FCC rule.

The cogeneration plant is a 45-megawatt, natural gas-fired, combined-cycle power plant facility located in Fulton. The plant has been in operation since June 1991 and is located on approximately 1.2 acres. Currently, the plant is dispatched as a merchant facility by El Paso, selling its output into the NYISO Central Zone via an interconnection to Niagara Mohawk Power Corporation.

The plant is specialized in producing electricity and steam for businesses around Oswego County. The plant was also granted a license on March 15, 1991, by the National Energy Board of Canada to export between 170,000 per day or 62,000,000 per year cubic meters of natural gas to Calgary in Alberta, Canada. This license is extended until Oct. 31, 2005.

“I can say without reservation that this is truly a unique deal—something no one has ever done before in our industry. Being able to bring not only a consortium of cocoa producers as direct investors to the business of manufacturing fine chocolate with the already trained labor available at the oldest milk chocolate manufacturing plant in North America, but also acquire a major power plant in the region, is truly the dream of every manufacturer,” said Dr. Ousmann-Alain Gbané, principal and chief investment officer of LCM.

Of all the moves Lion Capital Management Group made within the last few months, the latest may be the most pivotal to the success of its investment in the chocolate manufacturing plant.

“The sale of the cogeneration facility to Lion Capital Management Group, parent company of New York Chocolate & Confections Company may become very beneficial to the city of Fulton if the company decides to produce electricity. If they produce electricity, it would help our water situation. In order to produce electricity, the cogeneration plant would have to use 150 million gallons of water annually. When you just produce steam, you use just a little more water but it’s not a substantial amount. If you produce electricity, then you use about 150 million gallons a year. The company is looking for avenues for electricity right now," said City of Fulton Mayor Daryl Hayden.

The cogeneration plant was originally installed in late 1990 to produce electricity with a $48,500,000 County of Oswego Industrial Development Agency bond currently held by a subsidiary of Lion Capital Management Group as a result of this transaction with a balance of $18,700,000.

Prior to July 1998, FCA operated under a baseload contract selling energy and capacity directly to Niagara Mohawk Power Corporation. In July 1998, the project’s off take arrangements were restructured, and the obligation to sell power to NIMO was terminated. After the agreement was dropped, it was not advantageous for FCA to produce electricity since the company had to negotiate the price per kilowatt and Niagara Mohawk could have paid them two or three cents per kilowatt. FCA gets called upon for voltage support by the NYISO and receives compensation for this ancillary service when it is provided.

“We intend to bring our global expertise and innovation to this business while El Paso will be around for a little while as a consultant to our newly owned company. This will enable us to better serve existing customers and attract other world-class customers in the region, thus, creating opportunities for families in Central New York. I am confident that today marks the beginning of the next chapter of another 100-year partnership in the region," said Dr. Gbané.

The purchase of the cogeneration facility will not only allow the New York Chocolate & Confections Company to use steam in running the former Nestlé facility, but also could potentially benefit other manufacturing plants and hospitals in the area. As evident, Lion Capital Management Group and Northeast Biofuels have discussed interest in working with FCA to provide steam to the ethanol production facility being proposed for the Riverview Business Park and a portion of the former Miller Brewing plant.

This venture would allow Northeast Biofuels to reduce the cost of its energy that it forecasts for the ethanol project which will commence in the fourth quarter of 2005. In a letter to Lion Capital Management, Northeast Biofuels Chief Financial Officer J. Michael Hadley wrote, “we have a very high level interest in pursuing the potential of entering into a mutually agreeable business arrangement with your organization for its supply of steam and power to our ethanol project.”

According to L. Michael Treadwell, executive director of Operation Oswego County, the acquisition of the FCA facility was always an integral component of the overall redevelopment plan for the former Nestle facility.

“The involvement of Lion Capital Management Group in this project helps strengthen the long-term development of New York Chocolate & Confections Company in Fulton. Also, the potential of business relations with other current and prospective employers, such as Northeast Biofuels, is a tremendous asset for growing the local economy,” Treadwell said.

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