Monday, Midwest electric companies Westar Energy and Great Plains Energy announced plans for a merger. According to Morgan Chilson of The Topeka Capital-Journal, no cash would be exchanged, and neither company would take on any debt as a result of the agreement, which has a “combined equity value” of $14 billion.
Westar CEO Mark Ruelle insists “neither company is buying the other” in the deal, which is significantly revised from a previous proposal the Kansas Corporation Commission (KCC) denied in April.
Under that deal, GPE would have purchased Westar for $12.2 billion. Despite widespread support of the takeover amongst both companies’ shareholders, the KCC worried the amount of debt GPE would have inherited from Westar “created an unacceptably high financial risk for current and future customers,” says James Dornbrook of The Kansas City Business Journal.
The KCC also feared the deal would remove several high-paying jobs from downtown Topeka, where Westar is headquartered.
After rejecting that proposal, the KCC said that any future merger attempt by Westar and GPE would need to be “fundamentally different and wholly restructured.”
The leadership of both companies believes the deal announced Monday is just that. For one, it is a merger rather than an acquisition.
The merger would form a new holding company headquartered in Kansas City, MO, where GPE is currently based. However, the Topeka location that formerly held Westar’s headquarters would remain active and continue to provide 500 “headquarter type” positions for engineers and top administrators, Ruelle says.
In the previous proposal, says GPE CEO Terry Bassham, “we had agreed to maintain the [Topeka] headquarters. What we hadn’t done is said how many [positions we would retain] for how long.”
Neither company will layoff a single employee.
In addition to the KCC’s approval, the deal awaits ratification by the companies’ shareholders. Neither CEO expects any opposition from investors, although the revised proposal looks on its face to be less beneficial to Westar stockholders than its predecessor.
The previous deal required GPE to buyout Westar’s shares for $51 in cash and $9 worth of stock in GPE. On April 20, 2017, Westar’s shares reached a monthly low of $50.87 each, so the $60 per share offer was attractive.
It also, Ruelle admits, proved “too good to be true” for his shareholders.
Under the new agreement, Westar investors would receive one share of common stock in the new company for each share of Westar stock they currently hold. GPE investors would exchange each of their shares for .5981 shares in the new company. Both exchanges would be tax-free
The new deal promises Westar stockholders a 15% increase in dividends, Chilson writes.
Although the previous agreement provided Westar shareholders with more profit up front, Ruelle is confident the most recent version offers a better long term outlook.
Yet, Westar stock has suffered a steep decline thus far Monday. Shares closed at $53.13 Friday; as of 3:23 PM EST Monday afternoon, shares are valued at $50.30. They have dropped 5.33% since Friday. It is, of course, unfair to judge the market on the ebbs and flows of a few hours, but early indications suggest the new deal will not find as much support amongst shareholders as Ruelle hopes it will.
GPE shares, on the other hand, have trended upward in the market today. They closed at $29.24 Friday, and rose this morning to a daily high of $30.27. Despite a marked dip around 3:00 Eastern this afternoon, shares have climbed to $29.76 as of 3:33 Eastern, $0.51 (1.74%) above Friday’s closing price.
Westar currently serves 690,000 customers in eastern Kansas, making it the state’s largest electric company. GPE, along with subsidiaries Kansas City Power & Light Company and Greater Missouri Operations Company, provides electricity for over 850,000 people across Missouri and Kansas.
The company born out of the merger would serve approximately 1 million people in Kansas and just under 600,000 customers in Missouri.