BlackRock's passive-ownership defense won at FERC and survived a Texas court in the same week
A Texas judge let the coal-price antitrust case survive against BlackRock and State Street, and five days later FERC approved MARA's $1.512 billion gas plant buy over a BlackRock/Vanguard challenge. The same passive-ownership theory now heads to the $33.4 billion AES take-private.
Vincent Jiang · 3 min read
Two rulings in six days tested the same idea, and it split. In Texas federal court on October 30, US District Judge Jeremy Kernodle ruled that Iowa and Nebraska can pursue antitrust claims on behalf of electricity buyers who say BlackRock+1.06% — BlackRock, up 1.06 percent today and State Street+1.35% — State Street, up 1.35 percent today used their stakes in coal companies to push miners to cut output, raising coal prices and power bills 1. He trimmed the case, dismissing Clayton Act damages claims for coal buyers and indirect-purchaser claims from other states 1.
Then on November 5, the Federal Energy Regulatory Commission, the agency that clears energy mergers, approved bitcoin miner MARA Holdings' $1.512 billion purchase of the Long Ridge natural gas plant in Ohio, rejecting a challenge from its independent Market Monitoring Unit, the internal watchdog that flags market-power risks, built on BlackRock and Vanguard's ownership 23.
FERC's approval is the template BlackRock wanted
Docket EC26-92 matters for the AES review because of what FERC refused to demand: it declined to condition approval on keeping the plant's output in the PJM grid, the regional transmission operator serving the mid-Atlantic and Midwest and the fence consumer advocates keep asking for 23.
That is the direct precedent for BlackRock's pending AES deal, where the same request is on the table. Matthew Sigel, head of digital asset research at asset manager VanEck, argued in a post on X that the Market Monitoring Unit's BlackRock/Vanguard objection did not hold up 4, commentary from a firm with no position in the ruling.
MARA pays roughly 10.5 times about $144 million in annualized adjusted EBITDA, against the 7x multiple recent PJM gas transactions have fetched 23. It retains $900 million of Long Ridge debt, pays $610 million in cash covered by a bitcoin-backed loan, and faces a November 30 outside closing date 23.
MARA pays a premium to PJM comps for Long Ridge
MARA pays about $512M above the value PJM comps imply for the plant
- Estimate
Data
| Value | |
|---|---|
| Long Ridge EV | $1,512M |
| Plant value at 7x PJM comps | $1,000M |
| MARA premium, derived: EV minus plant value (estimate) | $512M |
The coal case keeps the pressure on anyway
The Justice Department and FTC backed the states' arguments in 2025, saying passive-investor protections do not shield using stakes in rival firms to cut industrywide output 5. Vanguard already paid $29.5 million in a 13-state settlement in February, denying wrongdoing while accepting limits on shaping portfolio companies' plans 5. A midterm wrinkle: Democrats won the Texas and Iowa attorney general seats, so new lawyers now own the lawsuit 5.
The verdict that decides BlackRock's grid strategy is the Global Infrastructure Partners-led $33.4 billion take-private of utility AES, pending at FERC with an expected close in late 2026 or early 2027 6. Lawmakers including Senator Elizabeth Warren asked Chairman Laura Swett on September 28 to reject it, citing GIP's 15% to 20% return targets and cross-subsidization risk between utility ratepayers and data centers; AES says no deal costs will reach ratepayers 6.
Watch the AES order for a PJM-output condition: if FERC clears AES clean, the passive-defense template holds, and the states' Texas case is where the theory goes next.
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