Kentucky Public Service Commission

Order Entered: 1. Marshall County and Lake Columbia are not required to file the annual reports required by the August 14, 2019 Order. 2. This case is closed and removed from the Commission’s active docket.

Notice of Substitution of Counsel

Edward T. Depp Bluegrass Water Utility Operating Company, LLC

Notice of Compliance with Ordering Paragraph 3 of Final Order.

Edward T. Depp Bluegrass Water Utility Operating Company, LLC

Organization Chart of Bluegrass Water and its affiliates, in accordance with Condition #3

Kathryn A. Eckert Bluegrass Water Utility Operating Company, LLC

Notice of Filing with Amended and Restated Guaranty by CSWR, LLC

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Organization Chart of Bluegrass Water and its affiliates, in accordance with Condition #3

Kathryn A. Eckert Bluegrass Water Utility Operating Company, LLC

Order Entered: 1. Joint Applicants’ April 16, 2019 motion for confidential protection is granted in part and denied in part. 2. Joint Applicants’ May 31, 2019 motion for confidential protection is granted. 3. Joint Applicants’ July 23, 2019 motion for confidential protection is granted in part and denied in part. 4. Joint Applicants’ July 24, 2020 motion for confidential protection is granted. 5. Joint Applicant’s request to keep the information identified out of the public record and not be subject to public inspection for five years is granted as to the designated material in Exhibit L, responses to 1 PSC 13, responses to 1 PSC 20, responses to 1 PSC 9, responses to 1 AG 3, responses to 1 AG 5, responses to 2 AG 5, and CSWR’s 2019 Consolidated Balance Sheet. 6. Joint Applicant’s request to keep the information identified out of the public record and not be subject to public inspection for five years is denied as to Exhibits D–K, Exhibit N, and responses to 2 AG 7. 7. The designated materials denied confidential treatment by this Order are not exempt from public disclosure and shall be placed in the public record and made available for public inspection.

Bluegrass Waters One Year Performance Report in Compliance with 8/14/19 Order Appendix Condition #11

Kathryn A. Eckert Bluegrass Water Utility Operating Company, LLC

Bluegrass Waters Motion for Confidential Treatment

Kathryn A. Eckert Bluegrass Water Utility Operating Company, LLC

Bluegrass Waters Notice of Compliance Filing re Financial Instrument

Kathryn A. Eckert Bluegrass Water Utility Operating Company, LLC

Order Entered: 1. Bluegrass Water's motion for an informal conference is granted. 2. A telephonic informal conference shall be held on Wednesday, July 8, 2020, at 3:30 p.m. Eastern Daylight Time. 3. Commission Staff will contact participants by electronic mail to provide details for joining the informal conference by telephone.

Notice re approval Condition #5 (compliance after requested informal conference)

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Motion for Informal Conference and Notice of Withdrawal of proposed financial instrument

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Bluegrass Water Six Month Performance Report (Condition # 10)

Kathryn A. Eckert Bluegrass Water

YE 2019 Organization Chart of Bluegrass Water and its affiliates, in accordance with Condition #3

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

The Attorney Generals Notice of Withdrawal and Substitution of Counsel

Justin M. McNeil Office of the Attorney General

Compliance Filing - Update to the Notice and Plan re Capital Structure filed October 31, 2019, in compliance with Condition # 6 in the 8/14/19 Order Appendix.

Katherine K. Yunker Bluegrass Water

Notice-Motion re Condition #5 attaching a proposed Letter of Credit, and a corresponding cover letter

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Bluegrass Waters First Month Performance Report (Condition # 9)

Katherine K. Yunker Bluegrass Water

Bluegrass Waters Motion and Request for Extension re Condition #5

Katherine K. Yunker Bluegrass Water

Notice of Withdrawal

Larry Cook Kentucky Attorney GeneralsOffice

Attorney Generals Notice of Withdrawal of Counsel

Kent Chandler Kentucky Office of the Attorney General

Notice and Plan re Capital Structure per 8/14/19 Appendix Condition #6

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Post-Closing Accounting Entries and cover letter

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Bluegrass Waters Notice of Compliance re filing Adoption Notices

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Bluegrass Water Utility Adoption Notices

Brenda Eaves Bluegrass Water Utility Operating Company LLC

Notice of completion of compliance with 8/14/19 ordering paragraph 3 and of start dates for other compliance obligations

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Notice of 9/30/19 closing date for Fox Run and MCES assets, with cover letter

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Notice of 9-25-19 closing on LH Treatment assets

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Notice of 9/24/19 closing date for Lake Columbia assets

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Notice re Airview 9/19/19 closing, compliance with Condition #15, and continuity of service

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Notice of 9/17/19 transfer of Brocklyn Utilities assets

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Notice of Closing 9/16/19 on assets of P.R. Wastewater and Kingswood Development

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Order Entered: 1. Bluegrass Water's motion for an IC is granted. 2. An IC shall be held on Wednesday, September 4, 2019, at 2 p.m. Eastern Daylight Time, at the Commission's offices at 211 Sower Boulevard, Frankfort, Kentucky. 3. Commission Staff will contact participants by electronic mail to provide details for joining the IC by telephone.

Notice of Compliance Filings with acceptances re Appendix conditions and agreement to service of process

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Motion for an Informal Conference, requesting September 3 or 4, 2019 date

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Final Order Entered: 1. The transfer of P.R. Wastewater, Marshall County, LH Treatment, Kingswood , Airview, Brocklyn, Fox Run, and Lake Columbia to Bluegrass Water is conditionally approved, subject to Bluegrass Water and Josiah Cox accepting the conditions set forth in the Appendix to this Order. 2. The proposed transfer of control shall not proceed unless, within 20 days of the date of this Order, the Commission receives written acknowledgments of Josiah Cox and, on behalf of Bluegrass Water and its affiliates by each entity's chief executive officer, that these entities each accept and agree to be bound by the commitments set forth in the Appendix to this Order. 3. Within ten days of completion of the transfer of P.R. Wastewater, Marshall County, LH Treatment, Kingswood, Airview, Brocklyn, Fox Run, and Lake Columbia to Bluegrass Water, Bluegrass Water shall notify the Commission in writing of the date that each transfer occurred. 4. Within 90 days of completion of the transfer of P.R. Wastewater, Marshall County, LH Treatment, Kingswood , Airview, Brocklyn, Fox Run, and Lake Columbia to Bluegrass Water, each entity shall file with the Commission a final annual report covering the reporting period of January 1, 2019, to the date of closing, in addition to any outstanding annual reports for periods prior to the calendar year 2019.

Notice of Filing, with Affidavit of Phil Macias re receipt of equity capital

Katherine K. Yunker Bluegrass Water Utility Operating Company, LLC

Response to AGs post-hearing Brief

Katherine K. Yunker Joint Applicants

Attorney Generals Post-Hearing Brief

Kent Chandler Kentucky Office of the Attorney General

Responses to AGs post-hearing Data Requests

Kathryn A. Eckert Joint Applicants

Bluegrass Water Motion for Confidential Treatment for Certain Information Responsive to AG Post-Hearing DR

Kathryn A. Eckert Bluegrass Water

Response to Commission Staffs Post-Hearing Request

Kathryn A. Eckert Marshall County Environmental Services, LLC

Response to AGs Post-Hearing Requests for Commitments

Kathryn A. Eckert Joint Applicants

Order Entered: 1. The Attorney General's motion for a one-day extension of time is granted. The Attorney General's tendered request for commitments to the Joint Applicants is accepted for filing as of July 12, 2019. 3. The Joint Applicants shall file a response to the Attorney General's request for commitments to the Joint Applicants on or before July 19, 2019.

20190718_PSC Notice of Filing.pdf

Attorney Generals Post-Hearing Requests for Commitments

Kent A Chandler Kentucky Office of the Attorney General

Attorney Generals Motion for Extension of Time

Kent A Chandler Kentucky Office of the Attorney General

Attorney Generals Post-Hearing Data Requests

Kent A Chandler Kentucky Office of the Attorney General

Data Request

Notice of Filing of JA Exh N Rev. Pg 2

Kathryn A. Eckert Bluegrass Water

Supplemental Responses to PSC and AG data requests

Kathryn A. Eckert Joint Applicants

Applicants Response to 6/20/19 Order Apx B

Kathryn A. Eckert Applicants

20190626_PSC IC Memo.pdf

Notice of filing the Proof of Mailing regarding the Hearing Notice sent to customers

Katherine K. Yunker Joint Applicants

Order Entered: 1. Joint Applicants' motion for an extension of time to file responses to requests for information and additional time for the Attorney General to submit supplemental requests for information is granted. 2. For each utility that is proposed to be transferred a representative having knowledge of the utility's operations shall attend the July 2, 2019 evidentiary hearing. 4. Supplemental requests for information shall be filed no later than June 24, 2019. 5. Joint Applicants' responses to supplemental requests for information shall be filed no later than June 28, 2019. 6. Joint Applicants shall file responses to the information request set forth in Appendix B no later than June 26, 2019. 7. a. Responses to requests for information in paper medium shall be appropriately bound, tabbed, and indexed and shall include the name of the witness responsible for responding to the questions related to the information provided, with the original and an electronic version to the Commission. Electronic documents shall be in portable document format (PDF), shall be searchable and shall be appropriately bookmarked.

1st Supplemental Response to Commission Staffs First Request for Information

Kathryn A. Eckert Joint Applicants

1st Supplemental Response to Attorney Generals Initial Data Requests

Kathryn Eckert Joint Applicants

Order Entered: 1. A hearing in this matter shall be held on July 2, 2019, at 9:00 a.m. Eastern Daylight Time, at the offices of the Public Service Commission at 211 Sower Boulevard, Frankfort, Kentucky. 2. Bluegrass Water Utility Operating Company, LLC (Bluegrass Water), P.R. Wastewater Management, Inc. (P.R. Wastewater), Marshall County Environmental Services, LLC (Marshall County Environmental), LH Treatment Company, LLC (LH Treatment), Kingswood Development, Inc. (Kingswood), Airview Utilities, LLC (Airview), Brocklyn Utilities, LLC (Brocklyn), Fox Run Utilities, LLC (Fox Run), and Lake Columbia Utilities, Inc., (Lake Columbia), (collectively Joint Applicants) shall give notice of the hearing in compliance with 807 KAR 5:001, Section 9(2)(b). In addition, the notice of hearing shall include the following statement: "This hearing will be streamed live and may be viewed on the PSC website, psc.ky.gov." At the time the notice is mailed or publication is requested, each of the Joint Applicants shall forward a duplicate of the notice and request to the Commission. 3. Pursuant to KRS 278.360 and 807 KAR 5:001, Section 9(9), a digital video transcript shall be made of the hearing.

Motion for extension of time relating to certain AG initial data requests

Kathryn A. Eckert Joint Applicants

Response to Commission Staffs First Request for Information

Katherine K. Yunker Joint Applicants

Response to Attorney Generals Initial Data Requests

Kathryn A. Eckert Joint Applicants

Motion for Confidential Treatment of certain information provided in response to PSC and AG requests

Kathryn A. Eckert Bluegrass Water UOC, LLC

Attorney Generals Initial Data Requests

Kent A Chandler Kentucky Office of the Attorney General

Data Request

Order Entered: 1. The Joint Applicant's motion for an IC is granted. 2. An IC in this matter shall be held on Wednesday, May 15, 2019, at 1:30 p.m. Eastern Daylight Time, at the offices of the Public Service Commission at 211 Sower Boulevard, Frankfort, Kentucky. 3. Commission Staff shall provide the call-in information for those parties that desire to attend the IC by telephone.

Order Entered: 1. The time in which the Commission shall render its decision on the Joint Applicants' application is extended an additional 60 days from June 15, 2019, to August 14, 2019, pursuant to KRS 278.020(6). 2. Any motion to intervene shall be filed by May 15, 2019. 3. Any motion to intervene filed after May 15, 2019, shall show a basis for intervention and good cause for being untimely. If the untimely motion is granted, the movant shall accept and abide by the existing procedural schedule. 4. Requests for information to Joint Applicants shall be filed no later than May 17, 2019. 5. Joint Applicants' responses to requests for information shall be filed no later than May 31, 2019. 6. Supplemental requests for information to Joint Applicants shall be filed no later than June 7, 2019. 7. Joint Applicants' responses to supplemental requests for information shall be filed no later than June 14, 2019. 8. A formal evidentiary hearing shall be scheduled at a later date.

Attorney Generals Response to Commissions Order

Kent A Chandler Kentucky Office of the Attorney General

Motion for Informal Conference

Katherine K. Yunker Joint Applicants

Order Entered: 1. The motion of the Attorney General to intervene is granted. 2. The Attorney General shall be entitled to the full rights of a party and shall be served with the Commission's Orders and with filed testimony, exhibits, pleadings, correspondence, and all other documents submitted by parties after the date of this Order. 3. The Attorney General shall comply with all provisions of the Commission's regulation, 807 KAR 5:001 , Section 8, related to the service and filing of documents. 4. Pursuant to 807 KAR 5:001 , Section 8(9), within seven days of entry of this Order, the Attorney General shall file a written statement with the Commission that: a. Certifies that it, or its agent, possesses the facilities to receive electronic transmissions; and b. Sets forth the electronic mail address to which all electronic notices and messages related to this proceeding should be served.

20190425_PSC No Deficiency Letter.pdf

Joint Motion for Confidential Treatment, with redacted exhibits

Kathryn A. Eckert Joint Applicants

Joint Application for transfer/acquisition approval with Exhibits (A-N)

Katherine K. Yunker Joint Applicants

Attorney Generals Motion to Intervene

Kent A Chandler Kentucky Office of the Attorney General

Letter Notice of delay in filing Joint Application

Katherine Yunker Joint Applicants

20190327_PSC Acknowledgment Letter.pdf

Bluegrass Water Operating Company, LLC and P.R. Wastewater Management, Inc., Marshall County Environmental Services, LLC, LH Treatment Company, LLC, Kingswood Development, Inc., Airview Utilities, LLC, Brocklyn Utilities, LLC, Fox Run Utilities, LLC, and L