NEW ORLEANS, La. and NOVI, Mich. –
Entergy Corporation (NYSE: ETR) and ITC Holdings Corp. (NYSE: ITC) continued a
multi-state and federal regulatory process seeking approval for Entergy’s
utility operating companies to spin off and merge their electric transmission
businesses into a subsidiary of ITC. Taking the next step in the process are
Entergy New Orleans, Inc. and Entergy Louisiana, LLC, which, in conjunction with
ITC and ITC Midsouth LLC, filed a joint application today with the New Orleans
City Council.
Entergy and ITC initiated the
regulatory process with a joint application filing with the Louisiana Public
Service Commission on Sept. 5.
Entergy is seeking approval to
transfer approximately 15,800 miles of interconnected transmission lines at
voltages of 69kV and above and the associated substations to ITC. ITC will then
be one of the largest electric transmission companies in the U.S., with more
than 30,000 miles of transmission lines spanning from the Great Lakes to the
Gulf Coast. Meanwhile, Entergy’s operating companies will continue to own and
operate their respective distribution and generation businesses and will provide
customer service, billing, outage reporting and restoration services to homes
and businesses in the region.
Charles Rice, president and chief
executive officer of Entergy New Orleans, Inc. characterized the transaction as
the strategic groundwork for the energy future of the city and the region.
“In a post-Katrina and post-Isaac
world, few would argue with the benefits of reliable infrastructure – whether
that’s roads and bridges, levees or the electric grid,” Rice said. “This
transaction is a key element of our strategy for providing financial strength
for the investments that will be necessary in the future to build and maintain a
reliable, cost-efficient electric system.”
Joseph L. Welch, ITC chairman,
president and chief executive officer agreed.
“While ITC transmits electricity
across numerous states, we also appreciate that transmission is a local issue to
the communities we serve,” said Welch. “Transmission is critical for communities
to advance economic development, electric reliability, and the ability for all
customers to realize the benefits of a robust wholesale market. ITC works hard
to be a good neighbor and a positive part of the communities where our assets
are located, and we will bring this philosophy to our operations in New
Orleans.”
Infrastructure investment is among
the many challenges that the U.S. electric industry is facing. The electric
industry – and Entergy’s operating companies – face growing demands to keep pace
with the capital investment requirements necessary to maintain and upgrade
infrastructure, meet environmental regulations and serve an energy-intensive
economy. The transaction addresses these challenges head-on, providing separate,
strong balance sheets that afford greater capability to finance infrastructure
requirements, with ITC focused on transmission and Entergy’s operating companies
on generation and distribution.
Moreover, this transaction places
transmission in the hands of a singularly focused, independent company with
industry-leading performance in the areas of operations and maintenance of
transmission assets, as well as application of broad regional planning for
transmission investment designed to facilitate the delivery of low cost energy.
Additional
Transaction Facts and Next Steps
In addition to the miles of
transmission lines and acres of substations involved in the transaction,
approximately 750 Entergy employees, including key leadership personnel from
Entergy’s transmission business, will become employees of ITC. ITC will
establish and maintain a regional headquarters in Jackson, Miss., where the
headquarters of Entergy’s transmission business is currently located. ITC also
will have offices and warehouses throughout the service territory to ensure a
local presence and timely response to stakeholder and system needs. Details
regarding the transaction are provided in the New Orleans City Council filing.
Key ITC personnel were onsite at
Entergy’s system command center in Jackson during Hurricane Isaac to observe
storm response operations. Integration efforts to ensure storm readiness and
response are among the key operational matters being addressed by the two
companies.
The remaining regulatory filings for
the transaction will be completed in the fall. Subsequent filings are planned
for Arkansas, Mississippi, Missouri and Texas as well as with the Federal Energy
Regulatory Commission. The companies target a transaction close in 2013 pending
receipt of all required regulatory approvals and satisfaction of other closing
conditions.
More information about
the transaction can be viewed
here
on ITC’s website, or
here on
Entergy’s website.
###
About ITC Holdings
Corp.
ITC Holdings Corp.
(NYSE: ITC) is the nation’s largest independent electric transmission company.
Based in Novi, Michigan, ITC invests in the electric transmission grid to
improve reliability, expand access to markets, lower the overall cost of
delivered energy and allow new generating resources to interconnect to its
transmission systems. ITC’s regulated operating subsidiaries include
ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC
Great Plains. Through these subsidiaries, ITC owns and operates high-voltage
transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas
and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along
15,000 circuit miles of transmission line. Through ITC Grid Development and its
subsidiaries, the company also focuses on expansion in areas where significant
transmission system improvements are needed. For more information, please visit
ITC’s website at
www.itc-holdings.com. (itc-ITC)
About Entergy New
Orleans, Inc. and Entergy Louisiana, LLC
Entergy New Orleans,
Inc. is an electric and gas utility serving Orleans Parish and is a subsidiary
of Entergy Corporation. The company provides electricity to more than 160,000
customers and natural gas to more than 100,000 customers in Orleans Parish.
Meanwhile, Entergy Louisiana, LLC serves more than one million Louisiana
customers, including more than 30,000 in Algiers and other areas of the west
bank of Orleans Parish. The companies are part of the Entergy electric system
serving 2.8 million customers in Louisiana, Arkansas, Mississippi and Texas.
Find the companies online at
www.entergylouisiana.com and
www.entergyneworleans.com. You can follow the companies on Twitter at
@EntergyLA and
@EntergyNOLA or
on Facebook at
www.facebook.com/EntergyLA or
www.facebook.com/EntergyNOLA.
About Entergy
Corporation
Entergy Corporation is
an integrated energy company engaged primarily in electric power production and
retail distribution operations. Entergy owns and operates power plants with
approximately 30,000 megawatts of electric generating capacity, including more
than 10,000 megawatts of nuclear power, making it one of the nation’s leading
nuclear generators. Entergy delivers electricity to 2.8 million utility
customers in Arkansas, Louisiana, Mississippi and Texas. Entergy has annual
revenues of more than $11 billion and approximately 15,000 employees. For more
information, please visit Entergy’s website at
www.entergy.com.
ITC Forward Looking
Information
This document and the
exhibits hereto contain certain statements that describe ITC management’s
beliefs concerning future business conditions and prospects, growth
opportunities and the outlook for ITC’s business, including ITC’s business and
the electric transmission industry based upon information currently available.
Such statements are “forward-looking” statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Wherever possible, ITC has
identified these forward-looking statements by words such as “anticipates”,
“believes”, “intends”, “estimates”, “expects”, “projects” and similar phrases.
These forward-looking statements are based upon assumptions ITC management
believes are reasonable. Such forward-looking statements are subject to risks
and uncertainties which could cause ITC’s actual results, performance and
achievements to differ materially from those expressed in, or implied by, these
statements, including, among other things, (a) the risks and uncertainties
disclosed in ITC’s annual report on Form 10-K and ITC’s quarterly reports on
Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) from
time to time and (b) the following transactional factors (in addition to others
described elsewhere in this document and in subsequent filings with the SEC): (i)
risks inherent in the contemplated transaction, including: (A) failure to obtain
approval by the Company’s shareholders; (B) failure to obtain regulatory
approvals necessary to consummate the transaction or to obtain regulatory
approvals on favorable terms; (C) the ability to obtain the required financings;
(D) delays in consummating the transaction or the failure to consummate the
transactions; and (E) exceeding the expected costs of the transactions; (ii)
legislative and regulatory actions, and (iii) conditions of the capital markets
during the periods covered by the forward-looking statements.
Because ITC’s
forward-looking statements are based on estimates and assumptions that are
subject to significant business, economic and competitive uncertainties, many of
which are beyond ITC’s control or are subject to change, actual results could be
materially different and any or all of ITC’s forward-looking statements may turn
out to be wrong. They speak only as of the date made and can be affected by
assumptions ITC might make or by known or unknown risks and uncertainties. Many
factors mentioned in this document and the exhibits hereto and in ITC’s annual
and quarterly reports will be important in determining future results.
Consequently, ITC cannot assure you that ITC’s expectations or forecasts
expressed in such forward-looking statements will be achieved. Actual future
results may vary materially. Except as required by law, ITC undertakes no
obligation to publicly update any of ITC’s forward-looking or other statements,
whether as a result of new information, future events, or otherwise.
The transaction is
subject to certain conditions precedent, including regulatory approvals,
approval of ITC’s shareholders and the availability of financing. ITC cannot
provide any assurance that the proposed transactions related thereto will be
completed, nor can it give assurances as to the terms on which such transactions
will be consummated.
Entergy
Forward-Looking Information
In this communication,
and from time to time, Entergy makes certain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. Except to
the extent required by the federal securities laws, Entergy undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Forward-looking
statements involve a number of risks and uncertainties. There are factors that
could cause actual results to differ materially from those expressed or implied
in the forward-looking statements, including (i) those factors discussed in
Entergy’s Annual Report on Form 10-K for the year ended December 31, 2011, its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June
30, 2012, and other filings made by Entergy with the Securities and Exchange
Commission; (ii) the following transactional factors (in addition to others
described elsewhere in this presentation and in subsequent securities filings)
involving risks inherent in the contemplated transaction, including: (1) failure
to obtain ITC shareholder approval, (2) failure of Entergy and its shareholders
to recognize the expected benefits of the transaction, (3) failure to obtain
regulatory approvals necessary to consummate the transaction or to obtain
regulatory approvals on favorable terms, (4) the ability of Entergy, Transco and
ITC to obtain the required financings, (5) delays in consummating the
transaction or the failure to consummate the transaction, (6) exceeding the
expected costs of the transaction, and (7) the failure to receive an IRS ruling
approving the tax-free status of the transaction; (iii) legislative and
regulatory actions; and (iv) conditions of the capital markets during the
periods covered by the forward-looking statements. The transaction is subject to
certain conditions precedent, including regulatory approvals, approval of ITC’s
shareholders and the availability of financing. Entergy cannot provide any
assurance that the transaction or any of the proposed transactions related
thereto will be completed, nor can it give assurances as to the terms on which
such transactions will be consummated.
Additional
Information and Where to Find It
ITC and Mid South
TransCo LLC (Transco) will file registration statements with the SEC registering
shares of ITC common stock and Transco common units to be issued to Entergy
shareholders in connection with the proposed transactions. ITC will also file a
proxy statement with the SEC that will be sent to the shareholders of ITC.
Entergy shareholders are urged to read the prospectus and/or information
statement that will be included in the registration statements and any other
relevant documents, because they contain important information about ITC,
Transco and the proposed transactions. ITC shareholders are urged to read the
proxy statement and any other relevant documents because they contain important
information about Transco and the proposed transactions. The proxy statement,
prospectus and/or information statement, and other documents relating to the
proposed transactions (when they are available) can be obtained free of charge
from the SEC’s website at www.sec.gov. The
documents, when available, can also be obtained free of charge from Entergy upon
written request to Entergy Corporation, Investor Relations, P.O. Box 61000 New
Orleans, LA 70161 or by calling Entergy’s Investor Relations information line at
1-888- ENTERGY (368-3749), or from ITC upon written request to ITC Holdings
Corp., Investor Relations, 27175 Energy Way, Novi, MI 48377 or by calling
248-946-3000.
This communication is
not a solicitation of a proxy from any security holder of ITC. However, Entergy,
ITC and certain of their respective directors and executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from shareholders of ITC in connection with the
proposed transaction under the rules of the SEC. Information about the directors
and executive officers of Entergy, may be found in its 2011 Annual Report on
Form 10-K filed with the SEC on February 28, 2012, and its definitive proxy
statement relating to its 2012 Annual Meeting of Shareholders filed with the SEC
on March 23, 2012. Information about the directors and executive officers of ITC
may be found in its 2011 Annual Report on Form 10-K filed with the SEC on
February 22, 2012, and its definitive proxy statement relating to its 2012
Annual Meeting of Shareholders filed with the SEC on April 12, 2012.