Shareholders of Vectren Corporation (NYSE:VVC) today approved the
merger of CenterPoint Energy and Vectren Corporation during a
special shareholders meeting held to conduct a vote on matters
relating to the proposed merger. The proposal to approve the merger
was supported by 61.6 percent of Vectren Corporation’s outstanding
common shares entitled to vote, or more than 95 percent of the
shares voted. Also approved was the non-binding advisory proposal
regarding compensation for the Company’s named executive officers
in connection with the merger.
Final consummation of the merger is subject to various
conditions, including approvals, clearances or orders from various
regulators. Clearance under the Hart-Scott-Rodino Act and approval
of the Federal Communications Commission for the transfer of
control of radio licenses held by the company’s subsidiaries have
already been received. While neither Indiana nor Ohio has approval
authority over the merger, informational proceedings with
regulators in both states have been initiated, and the Indiana
Regulatory Commission (IURC) has set a schedule for the review of
information voluntarily submitted by the companies related to the
merger, including a hearing on October 17, 2018. A hearing before
the Public Utilities Commission of Ohio is not expected. A
filing has also been made with the Federal Energy Regulatory
Commission regarding the merger. That filing is still pending and
no parties have intervened in the proceeding.
Subject to receipt of remaining approvals, the company continues
to anticipate that the closing of the merger will occur no later
than the first quarter of 2019.
About VectrenVectren Corporation (NYSE: VVC) is
an energy holding company headquartered in Evansville, Ind.
Vectren’s energy delivery subsidiaries provide gas and/or
electricity to more than 1 million customers in adjoining service
territories that cover nearly two-thirds of Indiana and about 20
percent of Ohio, primarily in the west-central area. Vectren’s
nonutility subsidiaries and affiliates currently offer
energy-related products and services to customers throughout the
U.S. through Infrastructure Services and Energy Services. To learn
more about Vectren, visit www.vectren.com.
Forward-Looking Information
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The statements in this document contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical fact included in
this document are forward-looking statements made in good faith by
us and are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. When used in this document, the words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“goal,” “intend,” “may,” “objective,” “plan,” “potential,”
“predict,” “projection,” “should,” “target,” “will” or other
similar words are intended to identify forward-looking statements.
Forward-looking statements include, but are not limited to,
statements relating to: (1) CenterPoint Energy’s proposed
acquisition of Vectren, (2) regulatory approvals, (3) the
completion of the proposed transaction, (4) benefits of the
proposed transaction, (5) integration plans and expected synergies,
(6) the expected timing of completion of the transaction, and (7)
anticipated future financial measures and operating performance and
results, including estimates for growth and other matters affecting
future operations.
Risks Related to the Merger
Important factors that could cause actual results to differ
materially from those indicated by the provided forward-looking
information include risks and uncertainties relating to:
(1) the risk that CenterPoint Energy or Vectren may be unable to
obtain governmental and regulatory approvals required for the
proposed transaction, or that required governmental and regulatory
approvals or agreements with other parties interested therein may
delay the proposed transaction or may be subject to or impose
adverse conditions or costs, (2) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the proposed transaction or could otherwise cause
the failure of the proposed transaction to close, (3) the risk that
a condition to the closing of the proposed transaction or the
committed financing may not be satisfied, (4) the failure to
obtain, or to obtain on favorable terms, any equity, debt or other
financing necessary to complete or permanently finance the proposed
transaction and the costs of such financing, (5) the outcome of any
legal proceedings, regulatory proceedings or enforcement matters
that may be instituted relating to the proposed transaction, (6)
the receipt of an unsolicited offer from another party to acquire
assets or capital stock of Vectren that could interfere with the
proposed transaction, (7) the timing to consummate the proposed
transaction, (8) the costs incurred to consummate the proposed
transaction, (9) the possibility that the expected cost savings,
synergies or other value creation from the proposed transaction
will not be realized, or will not be realized within the expected
time period, (10) the risk that the companies may not realize fair
values from properties that may be required to be sold in
connection with the merger, (11) the credit ratings of the
companies following the proposed transaction, (12) disruption from
the proposed transaction making it more difficult to maintain
relationships with customers, employees, regulators or suppliers,
and (13) the diversion of management time and attention on the
proposed transaction.
Risks Related to CenterPoint Energy
Important factors related to CenterPoint Energy, its affiliates,
and its and their operations that could cause actual results to
differ materially from those indicated by the provided
forward-looking information include risks and uncertainties
relating to:
(1) the performance of Enable Midstream Partners, LP (Enable),
the amount of cash distributions CenterPoint Energy receives from
Enable, Enable's ability to redeem the Series A Preferred Units in
certain circumstances and the value of CenterPoint Energy's
interest in Enable, and factors that may have a material impact on
such performance, cash distributions and value, including factors
such as: (A) competitive conditions in the midstream industry, and
actions taken by Enable's customers and competitors, including the
extent and timing of the entry of additional competition in the
markets served by Enable; (B) the timing and extent of changes in
the supply of natural gas and associated commodity prices,
particularly prices of natural gas and natural gas liquids (NGLs),
the competitive effects of the available pipeline capacity in the
regions served by Enable, and the effects of geographic and
seasonal commodity price differentials, including the effects of
these circumstances on re-contracting available capacity on
Enable's interstate pipelines; (C) the demand for crude oil,
natural gas, NGLs and transportation and storage services; (D)
environmental and other governmental regulations, including the
availability of drilling permits and the regulation of hydraulic
fracturing; (E) recording of non-cash goodwill, long-lived asset or
other than temporary impairment charges by or related to Enable;
(F) changes in tax status; (G) access to debt and equity capital;
and (H) the availability and prices of raw materials and services
for current and future construction projects; (2) industrial,
commercial and residential growth in CenterPoint Energy's service
territories and changes in market demand, including the effects of
energy efficiency measures and demographic patterns; (3) timely and
appropriate rate actions that allow recovery of costs and a
reasonable return on investment; (4) future economic conditions in
regional and national markets and their effect on sales, prices and
costs; (5) weather variations and other natural phenomena,
including the impact of severe weather events on operations and
capital; (6) state and federal legislative and regulatory actions
or developments affecting various aspects of CenterPoint Energy's
and Enable's businesses, including, among others, energy
deregulation or re-regulation, pipeline integrity and safety and
changes in regulation and legislation pertaining to trade, health
care, finance and actions regarding the rates charged by our
regulated businesses; (7) tax reform and legislation, including the
effects of the comprehensive tax reform legislation informally
referred to as the TCJA and uncertainties involving state
commissions' and local municipalities' regulatory requirements and
determinations regarding the treatment of excess deferred taxes and
CenterPoint Energy's rates; (8) CenterPoint Energy's ability to
mitigate weather impacts through normalization or rate mechanisms,
and the effectiveness of such mechanisms; (9) the timing and extent
of changes in commodity prices, particularly natural gas, and the
effects of geographic and seasonal commodity price differentials;
(10) problems with regulatory approval, construction,
implementation of necessary technology or other issues with respect
to major capital projects that result in delays or in cost overruns
that cannot be recouped in rates; (11) local, state and federal
legislative and regulatory actions or developments relating to the
environment, including those related to global climate change; (12)
the impact of unplanned facility outages; (13) any direct or
indirect effects on CenterPoint Energy's facilities, operations and
financial condition resulting from terrorism, cyber-attacks, data
security breaches or other attempts to disrupt CenterPoint Energy's
businesses or the businesses of third parties, or other
catastrophic events such as fires, earthquakes, explosions, leaks,
floods, droughts, hurricanes, pandemic health events or other
occurrences; (14) CenterPoint Energy's ability to invest planned
capital and the timely recovery of CenterPoint Energy's investment
in capital; (15) CenterPoint Energy's ability to control operation
and maintenance costs; (16) actions by credit rating agencies; (17)
the sufficiency of CenterPoint Energy's insurance coverage,
including availability, cost, coverage and terms; (18) the
investment performance of CenterPoint Energy's pension and
postretirement benefit plans; (19) commercial bank and financial
market conditions, CenterPoint Energy's access to capital, the cost
of such capital, and the results of CenterPoint Energy's financing
and refinancing efforts, including availability of funds in the
debt capital markets; (20) changes in interest rates and their
impact on CenterPoint Energy's costs of borrowing and the valuation
of its pension benefit obligation; (21) changes in rates of
inflation; (22) inability of various counterparties to meet their
obligations to CenterPoint Energy; (23) non-payment for CenterPoint
Energy's services due to financial distress of its customers; (24)
the extent and effectiveness of CenterPoint Energy's risk
management and hedging activities, including, but not limited to,
its financial and weather hedges; (25) timely and appropriate
regulatory actions allowing securitization for any future
hurricanes or natural disasters or other recovery of costs,
including costs associated with Hurricane Harvey; (26) CenterPoint
Energy's or Enable's potential business strategies and strategic
initiatives, including restructurings, joint ventures and
acquisitions or dispositions of assets or businesses (including a
reduction of CenterPoint Energy's interests in Enable, whether
through its decision to sell all or a portion of the Enable common
units it owns in the public equity markets or otherwise, subject to
certain limitations), which CenterPoint Energy cannot assure will
be completed or will have the anticipated benefits to it or Enable;
(27) acquisition and merger activities involving CenterPoint Energy
or its competitors; (28) CenterPoint Energy's or Enable's ability
to recruit, effectively transition and retain management and key
employees and maintain good labor relations; (29) the ability of
GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant
Energy and RRI), a wholly-owned subsidiary of NRG Energy, Inc.
(NRG), and its subsidiaries, currently the subject of bankruptcy
proceedings, to satisfy their obligations to CenterPoint Energy,
including indemnity obligations; (30) the outcome of litigation;
(31) the ability of retail electric providers (REPs), including REP
affiliates of NRG and Vistra Energy Corp., formerly known as TCEH
Corp., to satisfy their obligations to CenterPoint Energy and its
subsidiaries; (32) changes in technology, particularly with respect
to efficient battery storage or the emergence or growth of new,
developing or alternative sources of generation; (33) the timing
and outcome of any audits, disputes and other proceedings related
to taxes; (34) the effective tax rates; and (35) the effect of
changes in and application of accounting standards and
pronouncements.
Risks Related to Vectren
Important factors related to Vectren, its affiliates, and its
and their operations that could cause actual results to differ
materially from those indicated by the provided forward-looking
information include risks and uncertainties relating to:
(1) factors affecting utility operations such as unfavorable or
unusual weather conditions; catastrophic weather-related damage;
unusual maintenance or repairs; unanticipated changes to coal and
natural gas costs; unanticipated changes to gas transportation and
storage costs, or availability due to higher demand, shortages,
transportation problems or other developments; environmental or
pipeline incidents; transmission or distribution incidents;
unanticipated changes to electric energy supply costs, or
availability due to demand, shortages, transmission problems or
other developments; or electric transmission or gas pipeline system
constraints, (2) new or proposed legislation, litigation and
government regulation or other actions, such as changes in,
rescission of or additions to tax laws or rates, pipeline safety
regulation and environmental laws and regulations, including laws
governing air emissions, carbon, waste water discharges and the
handling and disposal of coal combustion residuals that could
impact the continued operation, and/or cost recovery of generation
plant costs and related assets; compliance with respect to these
regulations could substantially change the operation and nature of
Vectren’s utility operations, (3) catastrophic events such as
fires, earthquakes, explosions, floods, ice storms, tornadoes,
terrorist acts, or physical attacks could adversely affect
Vectren's facilities, operations, financial condition, results of
operations, and reputation, (4) cyber attacks or similar
occurrences may adversely affect the Company's facilities,
operations, corporate reputation, financial condition, and results
of operations, (5) approval and timely recovery of new capital
investments related to the electric generation transition plan,
including timely approval to build and own generation, ability to
meet capacity requirements, ability to procure resources needed to
build new generation at a reasonable cost, ability to appropriately
estimate costs of new generation, the effects of construction
delays and cost overruns, ability to fully recover the investments
made in retiring portions of the current generation fleet, scarcity
of resources and labor, and workforce retention, development and
training, (6) increased competition in the energy industry,
including the effects of industry restructuring, unbundling, and
other sources of energy, (7) regulatory factors such as uncertainty
surrounding the composition of state regulatory commissions,
adverse regulatory changes, unanticipated changes in rate-setting
policies or procedures, recovery of investments and costs made
under regulation, interpretation of regulatory-related legislation
by the Indiana Utility Regulatory Commission and/or Public
Utilities Commission of Ohio and appellate courts that review
decisions issued by the agencies, and the frequency and timing of
rate increases, (8) financial, regulatory or accounting principles
or policies imposed by the Financial Accounting Standards Board;
the SEC; the Federal Energy Regulatory Commission; state public
utility commissions; state entities which regulate electric and
natural gas transmission and distribution, natural gas gathering
and processing, electric power supply; and similar entities with
regulatory oversight, (9) economic conditions including the effects
of inflation, commodity prices, and monetary fluctuations, (10)
economic conditions, including increased potential for lower levels
of economic activity; uncertainty regarding energy prices and the
capital and commodity markets; volatile changes in the demand for
natural gas, electricity, and other nonutility products and
services; economic impacts of changes in business strategy on both
gas and electric large customers; lower residential and commercial
customer counts; variance from normal population growth and changes
in customer mix; higher operating expenses; and reductions in the
value of investments, (11) volatile natural gas and coal commodity
prices and the potential impact on customer consumption,
uncollectible accounts expense, unaccounted for gas and interest
expense, (12) volatile oil prices and the potential impact on
customer consumption and price of other fuel commodities, (13)
direct or indirect effects on Vectren’s business, financial
condition, liquidity and results of operations resulting from
changes in credit ratings, changes in interest rates, and/or
changes in market perceptions of the utility industry and other
energy-related industries, (14) the performance of projects
undertaken by Vectren’s nonutility businesses and the success of
efforts to realize value from, invest in and develop new
opportunities, including but not limited to, Vectren Infrastructure
Services Company, Vectren Energy Services Company, and remaining
ProLiance Holdings, LLC assets, (15) factors affecting
Infrastructure Services, including the level of success in bidding
contracts; fluctuations in volume and mix of contracted work; mix
of projects received under blanket contracts; unanticipated cost
increases in completion of the contracted work; funding
requirements associated with multiemployer pension and benefit
plans; changes in legislation and regulations impacting the
industries in which the customers served operate; the effects of
weather; failure to properly estimate the cost to construct
projects; the ability to attract and retain qualified employees in
a fast growing market where skills are critical; cancellation
and/or reductions in the scope of projects by customers; credit
worthiness of customers; ability to obtain materials and equipment
required to perform services; and changing market conditions,
including changes in the market prices of oil and natural gas that
would affect the demand for infrastructure construction, (16)
factors affecting Energy Services, including unanticipated cost
increases in completion of the contracted work; changes in
legislation and regulations impacting the industries in which the
customers served operate; changes in economic influences impacting
customers served; failure to properly estimate the cost to
construct projects; risks associated with projects owned or
operated; failure to appropriately design, construct, or operate
projects; the ability to attract and retain qualified employees;
cancellation and/or reductions in the scope of projects by
customers; changes in the timing of being awarded projects; credit
worthiness of customers; lower energy prices negatively impacting
the economics of performance contracting business; and changing
market conditions, (17) employee or contractor workforce factors
including changes in key executives, key business personnel,
collective bargaining agreements with union employees, aging
workforce issues, work stoppages, or pandemic illness, (18) risks
associated with material business transactions such as acquisitions
and divestitures, including, without limitation, legal and
regulatory delays; the related time and costs of implementing such
transactions; integrating operations as part of these transactions;
and possible failures to achieve expected gains, revenue growth
and/or expense savings from such transactions, and (19) costs,
fines, penalties and other effects of legal and administrative
proceedings, settlements, investigations, claims, including, but
not limited to, such matters involving compliance with federal and
state laws and interpretations of these laws.
The foregoing list of factors is not all-inclusive because it is
not possible to predict all factors, and any and all differences
between the risk factors under the headings “Risks Related to
CenterPoint Energy” or “Risks Related to Vectren,” except where
context dictates otherwise, are not intended to be, and should not
be read as, a representation, warranty, statement, affirmation or
acknowledgment of any kind by CenterPoint Energy, Vectren or their
respective affiliates that any risk factors present under one
heading, but absent under the other, are not potential risk factors
for CenterPoint Energy or Vectren, or their respective affiliates,
as applicable. Furthermore, it may not be possible to assess the
impact of any such factor on CenterPoint Energy’s or Vectren’s
respective businesses or the extent to which any factor, or
combination of factors, may cause results to differ materially from
those contained in any forward-looking statement. Additional risks
and uncertainties will be discussed in other materials that
CenterPoint Energy and Vectren will file with the SEC in connection
with the proposed transaction. Other risk factors are detailed from
time to time in CenterPoint Energy’s and Vectren’s annual reports
on Form 10-K and quarterly reports on Form 10-Q filed with the SEC,
but any specific factors that may be provided should not be
construed as exhaustive. Each forward-looking statement speaks only
as of the date of the particular statement. While we believe these
forward-looking statements to be reasonable, there can be no
assurance that they will approximate actual experience or that the
expectations derived from them will be realized. Further, we
undertake no obligation to update or revise any of our
forward-looking statements whether as a result of new information,
future events or otherwise.
Investor Contact Dave Parker, (812) 491-4135,
d.parker@vectren.com Media Contact Natalie
Hedde, (812) 491-5105, nhedde@vectren.com
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