NEW ORLEANS, La., and NOVI, Mich.,
Sept. 24, 2012 – ITC Holdings Corp. (NYSE: ITC) and Entergy Corporation (NYSE:
ETR) filed a joint application today with the Federal Energy Regulatory
Commission (FERC) seeking approval for Entergy’s utility operating companies to
spin off and merge their electric transmission businesses into a subsidiary of
ITC. Upon closing of the transaction, ITC will become one of the largest
electric transmission companies in the U.S., with more than 30,000 miles of
transmission lines spanning 11 states from the Great Lakes to the Gulf Coast.
The transaction provides the
opportunity for a leading independent transmission company to continue to expand
the grid serving a large area of the mid-South and to deliver growing benefits
to customers and communities.
The FERC application seeks approval
for Entergy to transfer more than 15,800 miles of interconnected transmission
lines at voltages of 69kV and above and the associated substations in Arkansas,
Louisiana, Mississippi, Missouri and Texas to ITC. These assets then will be
placed under the functional control of the Midwest Independent Transmission
System Operator or MISO, a party to today’s filing. 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.
“The spin/merge transaction is
designed to create benefits for our customers, our communities and our region,”
said Theo Bunting, Entergy’s group president of utility operations. “With an
independent transmission company owning the transmission business, we’ll see
greater capacity for investment, singular focus and excellence in operations.”
Joe Welch, ITC chairman, president
and chief executive officer, highlighted the transaction’s national perspective.
“Moving the Entergy transmission businesses into ITC’s independent model
supports FERC’s vision of an efficient, inter-regional, high-performance
grid—one that delivers diverse, reliable and competitively priced supplies of
electricity. When the transaction is complete, ITC will be strategically
positioned to participate in transmission planning efforts across the Southeast
and Midwest and make the investments needed to continue modernizing our nation’s
electric transmission system,” he said. “While ITC has successfully completed
several transmission asset acquisitions since its formation in 2003 – along with
developing and partnering on transmission projects – the multi-state scope and
inter-regional nature of this transaction make it unique. This transaction
reaffirms the sustainability and portability of our business model.”
Rationale and
Results
The need for more infrastructure
investment is among the many challenges confronting the U.S. electric industry.
The electric industry, including Entergy’s operating companies, faces growing
capital investment requirements to maintain and upgrade infrastructure, meet
environmental regulations and serve an energy-intensive economy. The transaction
addresses these challenges head-on and produces numerous benefits, including:
-
Independent model:
Customers and other stakeholders will benefit from ITC’s proven independent
business model for owning and operating transmission systems. ITC’s
independence from all buyers and sellers of electric energy provides the
highest level of confidence that improvements to the electric transmission
grid are planned for the broadest public benefit.
-
Singular focus: The
transaction results in two companies that are more specialized and focused
—ITC on transmission and Entergy on generation and distribution. ITC has a
demonstrated capability to operate transmission systems at industry-leading
levels of safety and reliability. At the same time, the Entergy operating
companies will increase their focus on their respective generation fleets
and distribution systems.
-
Wholesale markets and a
regional planning view: The transaction facilitates infrastructure
investment and builds upon the benefits of the wholesale market. By
structurally separating the transmission business from generation and
transmission businesses, the transaction encourages greater participation in
the transmission planning process and disclosure of information by third
parties – leading to an improved process. Further, the independent model
aligns with national policy objectives to facilitate investment in local,
regional and inter-regional transmission, and advances open access
initiatives.
-
Financial strength and
flexibility: Once completed, the transaction will yield separate
companies with strong balance sheets and greater capability to finance the
infrastructure investment requirements of today and in the future. The
Entergy operating companies reduce absolute debt levels and improve their
cash positions thus increasing their financial strength to manage required
investments in generation and distribution. ITC improves access to capital
for the transmission business and focuses its financial resources solely on
the performance of the transmission system.
Additional
Transaction Information and Next Steps
Entergy and ITC initiated the
multi-state and federal regulatory process with a joint application filing with
the Louisiana Public Service Commission and the New Orleans City Council on
Sept. 5 and Sept. 12, respectively. The remaining regulatory filings for the
transaction will be completed this year in Arkansas, Mississippi, Missouri and
Texas. The companies target a transaction close in 2013 pending receipt of all
required regulatory approvals and satisfaction of other closing conditions.
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, Mississippi, where
the headquarters of Entergy’s transmission business currently is 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 FERC filing. More information about the transaction can be
viewed
here on ITC’s website,
here on
Entergy’s website
###
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.
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 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.