Transaction expected to close
in April
PINEVILLE, La., March 28,
2016 - Today, the Louisiana Public Service Commission (LPSC)
voted to approve the sale of Cleco Corporation (NYSE:CNL), the
parent of regulated electric utility Cleco Power LLC, to a group of
North American infrastructure investors led by Macquarie
Infrastructure and Real Assets (MIRA) and British Columbia
Investment Management Corporation (bcIMC), with John Hancock
Financial and other infrastructure investors (collectively, the
investor group). With the final approval obtained, the transaction
is expected to close in April.
"We are pleased with the outcome of the vote and
thank the LPSC and Staff for their hard work and confidence in our
future," said Darren Olagues, president of Cleco Power. "We also
recognize the work of all parties who participated in the
regulatory process. This process produced a transaction that is
unprecedented in its protections and commitments to all of those
who depend on us each day. We look forward to pursuing upcoming
opportunities with our new owners."
"We are committed to ensuring that Cleco remains a
strong, locally-based utility in the years ahead and are
appreciative that the LPSC voted to approve this sale," said Andrew
Chapman, senior managing director of MIRA. "We are confident that
the utility will continue to provide reliable, high-level service
to customers, the community and to the region. This is a valuable
investment for our group."
"We recognize the commitment and effort made by
all parties in reviewing the transaction and ensuring that the
transaction strengthens Cleco's future outlook," said Lincoln Webb,
senior vice president, infrastructure for bcIMC. "We are
pleased that the LPSC voted in favor of this sound transaction
which will benefit all parties involved."
Upon closing, Cleco will remain headquartered in
Pineville and retain local management and existing headcount. In
addition, customers will receive approximately $500 on average in
rate credits, and Cleco has agreed to extend its current formula
rate plan and base rates for an additional two years. Cleco will
file a rate case by June 2019 for a new formula rate plan effective
July 2020. As a result of the transaction, Cleco will operate under
a set of commitments that extend its charitable and economic
development funding, prolong existing employee and retiree
benefits, maintain its financial integrity, increase Louisiana
representation on its board of directors and ensure safe, reliable
electric utility service and efficient operations.
"Getting to this point in the regulatory process
has taken a team effort from our employees, as well as support from
the communities we serve and the leaders of those communities,"
said Olagues. "I am grateful for their commitment and trust in
Cleco and thank them for their assistance."
Cleco will continue to operate under the
jurisdiction of the LPSC with assurances that strengthen the LPSC's
oversight and enforcement rights over the transaction's
commitments.
Under the terms of the merger agreement announced
on Oct. 20, 2014, the new owners will acquire all outstanding
shares of Cleco Corporation for $55.37 per share, a 15 percent
premium to the closing price on the trading day prior to the day of
the transaction's announcement, in cash following the closing of
the transaction.
Forward-Looking
Statements
Please note: Statements in this press release
include "forward-looking statements" about future events,
circumstances and results within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934, both as amended by
the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in
this press release, including, without limitation, statements
containing the words "may," "might," "will," "should," "could,"
"anticipate," "estimate," "expect," "predict," "project," "future",
"potential," "intend," "seek to," "plan," "assume," "believe,"
"target," "forecast," "goal," "objective," "continue" or the
negative of such terms or other variations thereof and similar
expressions, are statements that could be deemed forward-looking
statements. These statements are based on the current expectations
of Cleco's management.
Although Cleco believes that the expectations
reflected in such forward-looking statements are reasonable, such
forward-looking statements are based on numerous assumptions (some
of which may prove to be incorrect) and are subject to risks and
uncertainties that could cause the actual results and events in
future periods to differ materially from Cleco's expectations and
those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors.
Risks, uncertainties and other factors include, but are not limited
to: (i) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; or
could otherwise cause the failure of the merger to close; (ii) the
failure to obtain any financing necessary to complete the merger;
(iii) risks related to disruption of management's attention from
Cleco's ongoing business operations due to the merger; (iv) the
outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted against Cleco and others
relating to the merger agreement; (v) the risk that the pendency of
the merger disrupts current plans and operations and the potential
difficulties in employee retention as a result of the pendency of
the merger; (vi) the fact that actual or expected credit ratings of
Cleco or any of its affiliates, or otherwise relating to the
merger, may be different from what the parties expect; (vii) the
effect of the announcement of the merger on Cleco's relationships
with its customers, operating results and business generally;
(viii) the amount of the costs, fees, expenses and charges related
to the merger; (ix) the receipt of an unsolicited offer from
another party to acquire assets or capital stock of Cleco that
could interfere with the merger; (x) future regulatory or
legislative actions that could adversely affect Cleco; and (xi)
other economic, business and/or competitive factors. Other unknown
or unpredictable factors could also have material adverse effects
on future results, performance or achievements of Cleco. Therefore,
forward-looking statements are not guarantees or assurances of
future performance, and actual results could differ materially from
those indicated by the forward-looking statements. Given these
risks and uncertainties, investors should not place undue reliance
on any forward-looking statements.
Additional factors that may cause results to
differ materially from those described in the forward-looking
statements are set forth in Cleco's Annual Report on Form 10-K for
the fiscal year ended Dec. 31, 2015, which was filed with the
Securities and Exchange Commission on Feb. 26, 2016, under the
headings Part I, Item 1A, "Risk Factors," and Part II, Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," and in subsequently filed Forms 8-K. All
subsequent written and oral forward-looking statements attributable
to Cleco or persons acting on its behalf are expressly qualified in
their entirety by the factors identified above. The forward-looking
statements represent Cleco's views as of the date on which such
statements were made and Cleco undertakes no obligation to update
any forward-looking statements, whether as a result of changes in
actual results, change in assumptions, or other factors affecting
such statements.
No Offering of Securities or
Solicitation of Offers
This press release summarizes additional
commitments to be made to the Louisiana Public Service Commission
in connection with the process of seeking approval of the
acquisition of Cleco by the investor group. It is not
intended to and does not constitute an offering of securities or
the solicitation of any offers.
About Cleco Corporation and Cleco
Power LLC
Cleco Corporation is a public
utility holding company headquartered in Pineville, La. Cleco
owns a regulated electric utility company, Cleco Power LLC, which
is engaged principally in the generation, transmission,
distribution, and sale of electricity, primarily in Louisiana.
Cleco Power owns 10 generating units with a total nameplate
capacity of 3,333 megawatts. Cleco Power serves approximately
287,000 customers in Louisiana through its retail business, and it
supplies wholesale power in Louisiana and Mississippi. Cleco
Corporation announced on Oct. 20, 2014, that it entered into an
agreement to be acquired by a North American investor group led by
Macquarie Infrastructure and Real Assets and by British Columbia
Investment Management Corporation. For more
information about Cleco, visit www.cleco.com.
About MIRA
Macquarie Infrastructure and Real
Assets (MIRA) is the world's leading infrastructure asset manager
with growing portfolios in real estate, agriculture and energy.
MIRA manages more than $101 billion of assets under management
invested in more than 120 portfolio businesses, ~300 properties, ~
3.6 million ha of farmland. MIRA is part of Macquarie Group, a
leading financial services provider across a diverse range of
sectors around the world. Founded in 1969, Macquarie Group is
listed on the Australian Stock Exchange and has operations in 28
countries and has a total of $370 billion in assets under
management.
About bcIMC
With C$123.6 billion of managed
net assets, the British Columbia Investment Management Corporation
(bcIMC) is one of Canada's largest institutional investors within
the global capital markets. Based in Victoria, British Columbia,
bcIMC is a long-term institutional investor that invests in all
major asset classes including infrastructure and other strategic
investments. bcIMC's clients include public sector pension plans,
public trusts, and insurance funds.
Cleco Analyst/Investor
Contact:
Tom Miller
tom.miller@cleco.com
(318) 484-7642
Cleco Media
Contact:
Robbyn Cooper
robbyn.cooper@cleco.com
(318) 484-7136
Macquarie Contact:
Melissa McNamara
melissa.mcnamara@macquarie.com
(212) 231-1667
bcIMC Contact:
Gwen-Ann Chittenden
communications@bcimc.com
(778) 410-7156
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Cleco Corp. via Globenewswire
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