Saying its energy supply business had not achieved the same
“equity valuation” as its rate-regulated business, the parent of an electric
utility company that serves part of the midstate announced it was spinning off
its merchant power generation business and merging it with another company.
PPL Corp., based in Allentown, announced late Monday it
would be spinning off PPL Energy Supply LLC, the parent company of PPL
Generation LLC and PPL EnergyPlus LLC, to shareowners of PPL and then
immediately combining that business with Riverstone Holdings LLC, which has
offices in New York and Houston.
The new company, which will own and operate 15,320 megawatts
of generating capacity in U.S. competitive energy markets, will be called Talen
Energy Corp., according to a news release from PPL. Based on current generating
capacity statistics, Talen Energy would be the third-largest investor-owned
independent power provider in the nation.
Talen will be an independent, publicly traded company
expected to be listed on the New York Stock Exchange, according to the release.
Upon closing, PPL’s shareowners will own 65 percent of Talen
Energy and Riverstone will own 35 percent, according to the release. PPL will
have no continuing ownership interest in Talen Energy.
PPL’s shareowners will receive a pro-rata distribution of
Talen Energy shares at closing based on the number of PPL shares owned as of
the spinoff record date, according to the release. The spinoff will have no
effect on their ownership of PPL Corp. common stock and there will be no change
in the number of shares of PPL Corp. common stock outstanding. The transaction
is designed to be tax-free to PPL Corp. and its shareowners, the company said.
As part of the deal, upon closing, Paul A. Farr, PPL’s
executive vice president and chief financial officer, will be Talen Energy’s
president and CEO and a director of the new corporation. To facilitate the
transition process, Farr is being named president of PPL Energy Supply,
effective today, William H. Spence, PPL chairman, president and CEO, said in
the release. Also effective today, Vincent Sorgi, currently vice president and
controller for PPL, is being named a senior vice president of PPL and its chief
financial officer.
“As stand-alone companies, PPL Corporation and Talen Energy
each will have compelling growth prospects, and we expect the financial markets
will ascribe valuations that more appropriately recognize the inherent
strengths of each company,” Spence said in the news release. “As PPL has grown
its rate-regulated business portfolio significantly over the past several
years, PPL’s Energy Supply business has not — in our view — achieved
appropriate equity valuation.”
Following the spinoff, PPL Corp. will focus on the
high-performing regulated utilities it owns and operates in the United Kingdom,
Kentucky and Pennsylvania, serving more than 10 million customers, according to
the release. These regulated businesses, which had 2013 revenues of $7.2
billion, provided more than 85 percent of PPL Corp.’s 2013 earnings from
ongoing operations.
Spence said PPL will maintain the current dividend rate —
$1.49 per share on an annualized basis — on its common stock until the close of
the transaction and intends to grow the dividend under the fully regulated
business model.
He also said the company is maintaining its current 2014
forecast of ongoing earnings of $2.15 to $2.30 per share.
“We also are providing 2015 earnings guidance, excluding the
Supply segment, of $2.05 to $2.25 per share,” he said. “And, going forward, we
are targeting a minimum of 4 percent compound annual growth in PPL’s earnings
per share, based on the $2.05 per share midpoint of our projected 2014 ongoing
earnings, excluding Supply.”
While the transaction represents a significant change,
Spence said PPL decided on this direction following an in-depth analysis of its
business mix.
“Given the challenges, uncertainties and opportunities in
the wholesale power markets, maintaining the status quo was not a viable
option,” he said. “This transaction provides greater clarity for shareowners,
our PPL Energy Supply employees, customers and the communities we serve.”
Citigroup Global Markets Inc. and Morgan Stanley & Co.
LLC served as financial advisers to PPL Corp. Simpson Thacher & Bartlett
LLP served as PPL Corp.’s legal adviser. Riverstone was advised by J.P. Morgan
and Vinson & Elkins.
PPL, whose PPL Electric Utilities serves portions of
Cumberland, Perry, Dauphin, York, Lancaster and Lebanon counties, trades its
shares on the New York Stock Exchange under the ticker PPL.
Source: Central
Penn Business Journal
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