UNITED STATES
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SCHEDULE 14A
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Vectren announces integration planning team leaders
We continue to make progress on the integration planning process, and I’m pleased to share that the integration areas of focus have been identified as well as the Vectren and CenterPoint Energy (CNP) team co-leaders who will oversee those areas. They will be responsible for leading the integration planning process, including identifying best practices and facilitating the integration of the two companies.
I would like to add that both companies continue to operate independently until the merger transaction closes. Though we may see employees of our respective companies at the others work locations as we continue with detailed planning, CNP is not directing Vectren’s business strategy nor our operational decision making, with very limited exception as provided in the merger agreement.
Team Leaders & Integration Teams
The integration teams, sub-teams and associated scope functions for utility and corporate functions are noted below, and these are meant to capture all departments. When the teams launch, an early activity will be to verify all scope has been identified and is placed within the appropriate team. The Vectren individual selected to co-lead the effort is listed in column 1, and the CenterPoint Energy (CNP) team co-leaders are identified below the Vectren co-leader. It is important to note that both companies were very conscientious in considering team leaders, because the time commitment for those assigned is substantial; the same thought will be given as additional team members are chosen. Both companies recognize they have multiple qualified candidates for leaders and team members, but some employees simply have current assignments that cannot be changed and as such, they are unable to be on a team given the time commitment.
Team | Sub-teams | Scope Functions | |
Electric Transmission & Distribution Co-Leader: Lynnae Wilson CNP: Deryl Tumlinson | Distribution High-Voltage Engineering | -Engineering & Asset Mgmt. -Operations | -Standards |
Electric Generation Leader: Shane Bradford CNP: To be named | Operations Environmental | -Natural Gas -Solar -IRP | -Projects -Environmental |
Gas Operations Co-Leader: Darin Carrol CNP: Richard Leger | Gas Supply Engineering & Asset Mgmt. Operations Dispatch & SCADA | -Engineering & Asset Mgmt. -Operations -Integrity Mgmt. -SMS | -Field Services/Dispatch -Gas Supply -GIS |
Operations Support Co-Leader: J.D. Street CNP: Tom Olinger | Safety Training Support Services Environmental | -Facilities -Fleet -Garages/Shops -Productivity | -Training -Safety |
Customer Experience Co-Leader: Reese Hamilton CNP: Tony Gardner | Customer Service Marketing & Sales Meter-to-Cash | -Customer Service -Marketing / Brand -Energy Efficiency -Low-Income Programs | -Economic Development -Meter-to-Cash (Revenue Management) |
Supply Chain Co-Leader: Karen Hamilton CNP: John Slanina | Sourcing Logistics | -Contract Management -Procurement | -Materials Mgmt. -Logistics |
Human Resources Co-Leader: Aaron Martin CNP: Bertha Villatoro | Talent Benefits Labor Relations Compensation | -People-Oriented Processes -Benefits -Compensation | -Union Relations -Leadership Development |
Finance & Accounting Co-Leader: David Bowler CNP: Robert McRae | Planning Accounting Treasury Tax Risk Mgmt. | -Accounting & Controls Framework -Investor Relations -Financial Planning -Budgeting -Risk-Enterprise, Credit -Tax | -Strategy -Treasury -Financial Services -Accounting Systems |
Comms/Community Rel./External Affairs Co-Leader: Laurie Vane CNP: Alicia Dixon and Corrie Morales | Government Affairs Communications Community Relations | -Community Relations -State Affairs -Federal Affairs -Community Sustainability | -Local Affairs -Corporate Communications -Vectren Foundation |
Legal/Regulatory/Audit Co-Leader: Scott Albertson CNP: Pooja Amin and Chasta Martin | Legal Regulatory Audit Ethics & Compliance | -Regulatory -Legal -MISO/ERCOT | -Audit |
Technology Co-Leader: Chris Boeke CNP: Donna Demmon | Enterprise Architecture (infrastructure & application) Operations Contract/Services Cybersecurity Operational Technologies | -Apps -IT & OT Delivery & Operations -Infrastructure -Governance | -Cybersecurity -Telecom -Data Analytics -Data Centers |
For Vectren’s subsidiary companies, discussions continue at the executive level, with an on-site workshop at Miller Pipeline’s Indianapolis office next week. The team will focus on plans that enable future growth strategies for Vectren’s subsidiaries and consider how Vectren’s subsidiaries may eventually operate and report within CNP’s organization to complement CNP’s strategic plan.
The Vectren team leaders will now work with their managers and senior staff to identify their team members. Our next email update - targeted for next Friday - will include all of those selected individuals. Each team will typically have two to five team members from each company. While these teams may appear to be in silos, the integration process ensures there will be continuous information sharing and collaboration. Our departments have worked hard to create an environment of cross-functional dialogue on operations and key projects to ensure our company operates efficiently and safely. We will continue this practice within the integration process and ensure the breadth of our people and departments is fully considered as we outline the future state of our newly combined company.
Obviously, Vectren and CNP have chosen talented leaders to assume these co-lead integration roles. As we look to populate the teams, we will tap additional talented colleagues that have a proven track record as strong performers as well as subject matter expertise. It’s important to note that all employees are on equal footing when it comes to opportunities for continued employment with the newly combined company once the transaction closes. Furthermore, it does not mean that those not selected for a team are not viewed as strong performers, nor does it mean that those on or leading the teams are guaranteed a position in the
newly combined company. Running the business and serving our customers during this integration is still our highest priority, and clearly, we need equally talented colleagues to do just that while these teams are active.
Cross-Functional Corporate Teams
Three cross-functional corporate teams and Vectren co-leaders have also been identified and noted below. They will be responsible for:
• | Facilitating employee communications, managing the process of merging the cultures of our two companies and creating the right HR framework for new operating models or departmental changes. |
• | Reaching decisions on the best IT systems and software to select for our newly combined company; and |
• | Enabling the transaction to close in a timely manner. |
• | Human Resources, Communications & Culture |
◦ | Jim Francis |
◦ | Chase Kelley |
◦ | Chris Harlow |
◦ | Kim Johns |
CNP co-leads:
◦ | Valencia Amenson |
◦ | Scott Harper |
◦ | John Sousa |
• | IT & Systems Integration |
◦ | Doug Petitt |
◦ | CNP co-lead: Shachella James |
• | Transaction |
◦ | Ron Christian |
◦ | Susan Hardwick |
◦ | Rick Schach |
CNP co-leads:
◦ | Monica Karuturi |
◦ | Carla Kneipp |
◦ | Jason Ryan |
As noted last week, we will have an integration planning kickoff session with all CNP and Vectren team leaders and members in mid-July, and we are working on and will soon share the details for that event.
The kick-off starts a very critical and time-consuming process. As such, we have been working with directors and VP’s to identify initiatives in our 2018 business unit plans that should be postponed, modified or cancelled to ensure we manage our business well while supporting this integration process. While these decisions will help manage the workload, we will still be relying on all of our colleagues to step forward and assist with daily work and initiative execution as many of the integration team leaders will be pulled on a full-time basis. More will be shared with you as we identify the team members and potential gaps that may be created as teams become active.
Moving forward, the kickoff will include education on how our teams should share information, and we’ll create a formal employee communications plan to ensure all are kept up to date on how the teams are progressing. Let’s continue to hold ourselves accountable to our values - with safety as our highest priority. Whether you’re directly or indirectly involved in the integration process, we all share in the responsibility for the success of Vectren now - and the success of the combined company in the coming months. Thank you for your continued support.
Regards,
Dan Bugher, Integration Team Co-Lead
Forward-Looking Statements
The statements in this document contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this document are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to: (1) CenterPoint Energy’s proposed acquisition of Vectren, (2) shareholder and regulatory approvals, (3) the completion of the proposed transaction, (4) benefits of the proposed transaction, (5) integration plans and expected synergies, (6) the expected timing of completion of the transaction, and (7) anticipated future financial measures and operating performance and results, including estimates for growth and other matters affecting future operations.
Risks Related to the Merger
Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to:
(1) the risk that Vectren may be unable to obtain shareholder approval for the proposed transaction, (2) the risk that CenterPoint Energy or Vectren may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transaction or may be subject to or impose adverse conditions or costs, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction or could otherwise cause the failure of the proposed transaction to close, (4) the risk that a condition to the closing of the proposed transaction or the committed financing may not be satisfied, (5) the failure to obtain, or to obtain on favorable terms, any equity, debt or other financing necessary to complete or permanently finance the proposed transaction and the costs of such financing, (6) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transaction, (7) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Vectren that could interfere with the proposed transaction, (8) the timing to consummate the proposed transaction, (9) the costs incurred to consummate the proposed transaction, (10) the possibility that the expected cost savings, synergies or other value creation from the proposed transaction will not be realized, or will not be realized within the expected time period, (11) the risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger, (12) the credit ratings of the companies following the proposed transaction, (13) disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and (14) the diversion of management time and attention on the proposed transaction.
Risks Related to CenterPoint Energy
Important factors related to CenterPoint Energy, its affiliates, and its and their operations that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to:
(1) the performance of Enable Midstream Partners, LP (Enable), the amount of cash distributions CenterPoint Energy receives from Enable, Enable's ability to redeem the Series A Preferred Units in certain circumstances and the value of CenterPoint Energy's interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as: (A) competitive conditions in the midstream industry, and actions taken by Enable's customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable; (B) the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and natural gas liquids (NGLs), the competitive effects of the available pipeline capacity in the regions served by Enable, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable's interstate pipelines; (C) the demand for crude oil, natural gas, NGLs and transportation and storage services; (D) environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; (E) recording of non-cash goodwill, long-lived asset or other than temporary impairment charges by or related to Enable; (F) changes in tax status; (G) access to debt and equity capital; and (H) the availability and
prices of raw materials and services for current and future construction projects; (2) industrial, commercial and residential growth in CenterPoint Energy's service territories and changes in market demand, including the effects of energy efficiency measures and demographic patterns; (3) timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment; (4) future economic conditions in regional and national markets and their effect on sales, prices and costs; (5) weather variations and other natural phenomena, including the impact of severe weather events on operations and capital; (6) state and federal legislative and regulatory actions or developments affecting various aspects of CenterPoint Energy's and Enable's businesses, including, among others, energy deregulation or re-regulation, pipeline integrity and safety and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses; (7) tax reform and legislation, including the effects of the comprehensive tax reform legislation informally referred to as the TCJA and uncertainties involving state commissions' and local municipalities' regulatory requirements and determinations regarding the treatment of excess deferred taxes and CenterPoint Energy's rates; (8) CenterPoint Energy's ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms; (9) the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials; (10) problems with regulatory approval, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates; (11) local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change; (12) the impact of unplanned facility outages; (13) any direct or indirect effects on CenterPoint Energy's facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt CenterPoint Energy's businesses or the businesses of third parties, or other catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences; (14) CenterPoint Energy's ability to invest planned capital and the timely recovery of CenterPoint Energy's investment in capital; (15) CenterPoint Energy's ability to control operation and maintenance costs; (16) actions by credit rating agencies; (17) the sufficiency of CenterPoint Energy's insurance coverage, including availability, cost, coverage and terms; (18) the investment performance of CenterPoint Energy's pension and postretirement benefit plans; (19) commercial bank and financial market conditions, CenterPoint Energy's access to capital, the cost of such capital, and the results of CenterPoint Energy's financing and refinancing efforts, including availability of funds in the debt capital markets; (20) changes in interest rates and their impact on CenterPoint Energy's costs of borrowing and the valuation of its pension benefit obligation; (21) changes in rates of inflation; (22) inability of various counterparties to meet their obligations to CenterPoint Energy; (23) non-payment for CenterPoint Energy's services due to financial distress of its customers; (24) the extent and effectiveness of CenterPoint Energy's risk management and hedging activities, including, but not limited to, its financial and weather hedges; (25) timely and appropriate regulatory actions allowing securitization for any future hurricanes or natural disasters or other recovery of costs, including costs associated with Hurricane Harvey; (26) CenterPoint Energy's or Enable's potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses (including a reduction of CenterPoint Energy's interests in Enable, whether through its decision to sell all or a portion of the Enable common units it owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy cannot assure will be completed or will have the anticipated benefits to it or Enable; (27) acquisition and merger activities involving CenterPoint Energy or its competitors; (28) CenterPoint Energy's or Enable's ability to recruit, effectively transition and retain management and key employees and maintain good labor relations; (29) the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary of NRG Energy, Inc. (NRG), and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to CenterPoint Energy, including indemnity obligations; (30) the outcome of litigation; (31) the ability of retail electric providers (REPs), including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and its subsidiaries; (32) changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation; (33) the timing and outcome of any audits, disputes and other proceedings related to taxes; (34) the effective tax rates; and (35) the effect of changes in and application of accounting standards and pronouncements.
Risks Related to Vectren
Important factors related to Vectren, its affiliates, and its and their operations that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to:
(1) factors affecting utility operations such as unfavorable or unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to coal and natural gas costs; unanticipated changes to gas transportation and storage costs, or availability due to higher demand, shortages, transportation problems or other developments; environmental or pipeline incidents; transmission or distribution incidents; unanticipated changes to electric energy supply costs, or availability due to demand, shortages, transmission problems or other developments; or electric transmission or gas pipeline system constraints, (2) new or proposed legislation, litigation and government regulation or other actions, such as changes in, rescission of or additions to tax laws or rates, pipeline safety regulation and environmental laws and regulations, including laws governing air emissions, carbon, waste water discharges and the handling and disposal of coal combustion residuals that could impact the continued operation, and/or cost recovery of generation plant costs and related assets; compliance with respect to these regulations could substantially change the operation and nature of Vectren’s utility operations, (3) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, terrorist acts, physical attacks, cyber-attacks, or other similar occurrences could adversely affect Vectren's facilities, operations, financial condition, results of operations, and reputation, (4) approval and timely recovery of new capital investments related to the electric generation transition plan, including timely approval to build and own generation, ability to meet capacity requirements, ability to procure resources needed to build new generation at a reasonable cost, ability to appropriately estimate costs of new generation, the effects of construction delays and cost overruns, ability to fully recover the investments made in retiring portions of the current generation fleet, scarcity of resources and labor, and workforce retention, development and training, (5) increased competition in the energy industry, including the effects of industry restructuring, unbundling, and other sources of energy, (6) regulatory factors such as uncertainty surrounding the composition of state regulatory commissions, adverse regulatory changes, unanticipated changes in rate-setting policies or procedures, recovery of investments and costs made under regulation, interpretation of regulatory-related legislation by the Indiana Utility Regulatory Commission and/or Public Utilities Commission of Ohio and appellate courts that review decisions issued by the agencies, and the frequency and timing of rate increases, (7) financial, regulatory or accounting principles or policies imposed by the Financial Accounting Standards Board; the SEC; the Federal Energy Regulatory Commission; state public utility commissions; state entities which regulate electric and natural gas transmission and distribution, natural gas gathering and processing, electric power supply; and similar entities with regulatory oversight, (8) economic conditions including the effects of inflation, commodity prices, and monetary fluctuations, (9) economic conditions, including increased potential for lower levels of economic activity; uncertainty regarding energy prices and the capital and commodity markets; volatile changes in the demand for natural gas, electricity, and other nonutility products and services; economic impacts of changes in business strategy on both gas and electric large customers; lower residential and commercial customer counts; variance from normal population growth and changes in customer mix; higher operating expenses; and reductions in the value of investments, (10) volatile natural gas and coal commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense, (11) volatile oil prices and the potential impact on customer consumption and price of other fuel commodities, (12) direct or indirect effects on Vectren’s business, financial condition, liquidity and results of operations resulting from changes in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries, (13) the performance of projects undertaken by Vectren’s nonutility businesses and the success of efforts to realize value from, invest in and develop new opportunities, including but not limited to, Vectren Infrastructure Services Company, Vectren Energy Services Company, and remaining ProLiance Holdings, LLC assets, (14) factors affecting Infrastructure Services, including the level of success in bidding contracts; fluctuations in volume and mix of contracted work; mix of projects received under blanket contracts; unanticipated cost increases in completion of the contracted work; funding requirements associated with multiemployer pension and benefit plans; changes in legislation and regulations impacting the industries in which the customers served operate; the effects of weather; failure to properly estimate the cost to construct projects; the ability to attract and retain qualified employees in a fast growing market where skills are critical; cancellation and/or reductions in the scope of projects by customers; credit worthiness of customers; ability to obtain materials and equipment required to perform services; and changing market conditions, including changes in the market prices of oil and natural gas that would affect the demand for infrastructure construction, (15) factors affecting Energy Services, including unanticipated cost increases in completion of the contracted work; changes in legislation and regulations impacting the industries in which the customers served operate; changes in economic influences impacting customers served; failure to properly estimate the cost to construct projects; risks associated with projects owned or operated; failure to appropriately design, construct, or operate projects; the ability to attract and retain qualified employees; cancellation and/or reductions in the scope of projects by customers; changes in the timing of being awarded projects; credit worthiness of customers; lower energy prices negatively impacting the economics of performance contracting business; and changing market conditions, (16) employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, aging workforce issues, work stoppages, or pandemic illness, (17) risks
associated with the material business transaction such as acquisitions and divestitures, including, without limitation, legal and regulatory delays; the related time and costs of implementing such transaction; integrating operations as part of this transaction; and possible failures to achieve expected gains, revenue growth and/or expense savings from such transaction, and (18) costs, fines, penalties and other effects of legal and administrative proceedings, settlements, investigations, claims, including, but not limited to, such matters involving compliance with federal and state laws and interpretations of these laws.
The foregoing list of factors is not all-inclusive because it is not possible to predict all factors, and any and all differences between the risk factors under the headings “Risks Related to CenterPoint Energy” or “Risks Related to Vectren,” except where context dictates otherwise, are not intended to be, and should not be read as, a representation, warranty, statement, affirmation or acknowledgement of any kind by CenterPoint Energy, Vectren or their respective affiliates that any risk factors present under one heading, but absent under the other, are not potential risk factors for CenterPoint Energy or Vectren, or their respective affiliates, as applicable. Furthermore, it may not be possible to assess the impact of any such factor on CenterPoint Energy’s or Vectren’s respective businesses or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Additional risks and uncertainties will be discussed in other materials that CenterPoint Energy and Vectren will file with the SEC in connection with the proposed transaction. Other risk factors are detailed from time to time in CenterPoint Energy’s and Vectren’s annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the SEC, but any specific factors that may be provided should not be construed as exhaustive. Each forward-looking statement speaks only as of the date of the particular statement. While we believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, Vectren expects to file a proxy statement, as well as other materials, with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors will be able to obtain free copies of the proxy statement (when available) and other documents that will be filed by Vectren with the SEC at http://www.sec.gov, the SEC’s website, or from Vectren’s website (http://www.vectren.com) under the tab, “Investors” and then under the heading “SEC Filings.” Security holders may also read and copy any reports, statements and other information filed by Vectren with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Solicitation
CenterPoint Energy, Vectren and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from Vectren’s shareholders with respect to the proposed transaction. Information regarding the directors and executive officers of CenterPoint Energy is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 15, 2018, and information regarding the directors and executive officers of Vectren is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 22, 2018. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed transaction.