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CenterPoint, Vectren Announce Plans for $6 Billion Merger

CenterPoint Energy Inc., a natural gas and electric utility based in Houston, said it plans to acquire Vectren Corp. in a deal valued at $6 billion.

Under the terms of the deal, Vectren shareholders will receive $72 in cash for each share of Vectren's common stock. CenterPoint will also assume all of Vectren's outstanding net debt, which is forecast to be approximately $2.5 billion. About 83.1 million shares of Vectren are outstanding.

The acquisition, which has already received unanimous approval from both companies' board of directors, is expected to close in 1Q2019. The deal is still subject to approval by Vectren shareholders, federal regulators and customary closing conditions.

CenterPoint currently serves more than 3.4 million natural gas customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas, delivering 412 Bcf in 2017. It also provides electricity to more than 2.4 million customers in the greater Houston area. CenterPoint also has a competitive natural gas sales and services business that served more than 100,000 customers -- including about 31,000 commercial and industrial users -- in 33 states and marketed 1.2 Tcf of natural gas in 2017.

Meanwhile, Evansville, IN-based Vectren provides natural gas to more than 1 million customers in Indiana and Ohio, and electricity to 145,000 customers in Indiana. Vectren also has 1,248 megawatts of power generation assets in Indiana. It owns two businesses: Infrastructure Services (VISCO), which provides underground pipeline construction, repair and replacement services; and Energy Services (VESCO), which offers performance contracting services and renewable energy project development.

CenterPoint said it plans to continue running VISCO and VESCO from their respective offices in Indianapolis and Newburgh, IN.

The combined company -- which is to be named CenterPoint and have its corporate headquarters in Houston -- is expected to have electric and natural gas delivery operations in eight states, with assets totaling $29 billion and an enterprise value of $27 billion. CenterPoint and Vectren currently employ about 8,000 and 5,500 employees, respectively.

In a corporate presentation, CenterPoint said a merger was justified because there is a "strong case for natural gas distribution growth: abundant natural gas supply and lower natural gas prices are expected to provide long-term customer benefits and a firm reliance upon natural gas." It also said a combined company would be better equipped to become a "customer-centric, technology focused utility of the future."

Vectren had planned to spend about $6.2 billion on capital expenditures (capex) over the next decade. Of that total, $3.8 billion was to be allocated to natural gas infrastructure, while $1.1 billion was devoted to modernizing the electric grid and $1.3 billion was to go toward general transition costs.

As a combined company, capex costs are expected to total $1 billion for natural gas and $1.13 billion for electricity in 2018, increasing to about $1.1 billion for natural gas and $1.35 billion for electricity by 2022.

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