As part of a major restructuring, Houston-based AEI said Wednesday it is selling interests in 10 operating companies for $4.8 billion, representing 80% of the global energy infrastructure owner/operator's total assets. As part of the deal, a unit in San Diego-based Sempra Energy separately said it purchased AEI's interests in two South America electric distribution utilities in which the companies shared part ownership.
After using the proceeds to pay off debt and notes due, AEI said it is planning to reorganize around its core power generation assets, subject to shareholder approval. "The resulting company will be a robust business with significant opportunities for creation of additional shareholder value," an AEI spokesperson said.
AEI said the transactions -- seven separate deals -- are expected to close in the coming months following regulatory and third-party consents.
Sempra, which has shared interest in utilities in Chile and Peru, said it purchased AEI's shares in both for $875 million through Sempra Pipelines & Storage. The purchases included AEI's 50% interest in Chilquinta Energia SA in Chile and about 38% of he Luz del Sur in Peru that was held by the Texas firm.
When the deals close, Sempra's pipeline/storage unit will own all of the Chilean utility and 76% of the Peruvian company, with institutional investors and the general public owning the rest of Luz del Sur. Sempra has owned a share of each utility for 12 years.
As part of its announcement Sempra updated its 2011 earnings outlook in the range of $4-4.30/share, and noted that when the AEI purchase is closed in the second quarter, earnings for this year and 2012 could be boosted by 15 cents and 22 cents/share, respectively. Sempra CEO Donald Felsinger said the Chilean and Peruvian expansions should produce "stable, long-term returns."
The two South American utilities are considered to be in some of the continent's highest growth areas, according to George Liparidis, CEO of Sempra Pipelines & Storage, who noted that his firm also was acquiring AEI's interests in two energy service companies, Tecnored SA and Tecsur SA. All the deals require AEI shareholder approval and other closing conditions that Sempra said included obtaining regulatory approvals and a resolution of certain tax matters.
For AEI the other deals include: selling 98.9% of Elektro in Brazil to Spanish-based Iberdrola; selling a 52.13% interest in Promigas in Colombia to a South American-based consortium; 60% interest in Calidda in Peru to EEB; 51% of ENSA in Panama and 86.41% of DelSur in El Salvador to Empresas Publicas de Medellin ESP; 90% of EDEN, 77.1% of EMDERSA, and certain other assets in Argentina to Pampa Energia SA; and 100% of ENS in Poland to Kulczyk Group.
"With these transactions and the value retained in the continuing business, the shareholders stand to realize total value for the company that is a significant increase over the proposed offering price for the [AEI] unsuccessful initial public offering a year ago," said CEO Jim Hughes, who characterized the company's total restructuring as a "clean sheet exercise.
"We concluded that AEI should sell the vast majority of its regulated assets, return the capital to our shareholders and plan to reorganize the company around a smaller business focused on power generation."
AEI's remaining assets are spread around the globe from Asia to Central America to South America, representing about 2,236 MW with about $190 million of proportional EBITDA (earnings before interest, taxes, depreciation and amortization) and $400 million of proportional net debt as of Dec. 31, AEI said.
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