By Michael Brooks

The Federal Energy Regulatory Commission yesterday approved Exelon’s proposed $6.8 billion acquisition of Pepco Holdings Inc., dismissing concerns from PJM stakeholders of increased market power, adverse effects on competition and increased rates.

With approvals from FERC and the Virginia State Corporation Commission in hand, Exelon still must win approval from regulators in D.C., Maryland, Delaware and New Jersey. “We did consider all of the issues that came in with respect to … the PJM stakeholder process. We felt it met the tests of [the Federal Power Act] with the effects on rates, the effects on regulation and the effects on competition,” FERC Chairman Cheryl LaFleur said after the commission’s monthly meeting yesterday.

FERC did not place any conditions on its approval of the merger, such as requiring that Exelon stay in PJM, as requested by the Independent Market Monitor, or that the companies not be allowed to recover any merger-related costs through rates, as the Delaware Public Service Commission requested.

FERC noted that Exelon committed to staying in PJM for 10 years after its 2012 merger with Constellation Energy Group as a condition of the Maryland Public Service Commission’s approval of that deal. The commission said it would address market power concerns if and when Exelon left PJM after 2022.

FERC also noted that the companies have committed to hold transmission customers harmless for any merger-related costs for five years after the merger is completed. After that, FERC said, the companies must file a request to recover these costs through rates, at which point “the commission will determine whether applicants have demonstrated offsetting savings to customers served under commission jurisdictional rate schedules such that recovery of merger-related costs would be appropriate.”

In its order approving the deal (EC14-96), FERC largely echoed the two companies’ rebuttals of protests from the Monitor, the Delaware PSC, Southern Maryland Electric Cooperative and other PJM stakeholders. (See Exelon, Pepco Reject Merger Objections.)

In its response to these rebuttals, the Market Monitor had argued in early September that FERC should require from the companies more information and analysis showing how the merger would not adversely affect competition in PJM’s capacity market through their combined demand response resources. It also said the companies did not address vertical market power concerns in their analyses.

FERC disagreed, however, saying that the information provided by the companies was sufficient. It said Pepco’s additional 700 MW of demand resources would be too small to affect competition in PJM’s capacity market, noting that Exelon already controls 26,000 MW of generation, DR and energy efficiency. The commission also pointed to a Sept. 19 filing from the companies in response to the Monitor’s claims, which the commission said “provided additional information regarding the limited ability of Pepco Holdings’ demand response resources to participate in the PJM energy market.”

“While we recognize that the combination of Exelon’s and Pepco Holdings’ capacity market-based demand response resources increases the market share owned by [the companies], we believe that the recent improvements to the dispatch and pricing of capacity market-based demand response resources will encourage competition among providers and lead to more efficient dispatch going forward,” FERC said.

FERC also agreed with the companies’ contention that the deal would not affect vertical competition, as Pepco owns only 17 MW of generation, and the only Pepco utility joining Exelon that distributes natural gas is Delmarva Power & Light, which does not supply any generation facility.

Both the D.C. Office of the People’s Counsel and the Delaware PSC had raised concerns about the potential adverse effects the merger would have on the PJM stakeholder process. The OPC worried that the new company’s subsidiaries would give it an increased influence on stakeholder decisions, while the PSC was concerned that PJM would lose a consistent consumer advocate in discussions (See Pepco to Lose its PJM Voice; Consumers Lose Frequent Ally.)

FERC disagreed, again echoing Exelon and Pepco. “While the commission is aware that Exelon will be a member with more assets after the merger, there is nothing in the record of this proceeding to indicate Exelon will have excessive influence over the stakeholder process or the independence of PJM,” the commission said. It noted that the new company would only have a single vote as a transmission owner in PJM’s senior committees.

The commission did not discuss the merger at its meeting. LaFleur said this was because the commissioners felt that other items on the agenda such as the North American Electric Reliability Corp. standards and the 2014 Report on Enforcement  would benefit from discussion, while its decision on the merger was sufficiently explained in the order. She added that due to the packed schedule, she feared that the meeting would run late; it lasted an hour and a half after four discussions.