Monday January 16 2006

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FPL-Constellation tie aimed
at competitive markets

Marries Constellation's selling skill
to strong FPL balance sheet

FPL Group CEO Lew Hay III wants to build the nation's leader in competitive energy markets, he told investors on a conference call announcing the FPL-Constellation Energy Group merger (RT, 12/15).
       The "modified merger of equals" is to provide the skills, scale and scope crucial to the long-term success in rapidly changing competitive markets, Hay added.
       Imagine -- the FPL CEO talking about that!
       What's in the deal for Constellation?
       Stability, CEO Mayo Shattuck replied.
       The deal lowers the volatility Constellation now faces and gives it a stronger chance to grow, he said.
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       And Constellation's eager to gain from FPL's lower-risk, A-grade credit rating.

       That puts the firm on par to go head-to-head with big investment banks such as Goldman Sachs Group, Bear Stearns and Morgan Stanley.

        Standard & Poor's Ratings Services routinely put FPL's A-rating on a negative credit watch after the deal was announced.
       S&P sees the move boosting FPL's business risk and harming finances because the new firm is to rely heavily on higher-risk competitive energy sales, S&P said.
       But the combined company should benefit from regulatory diversity and a greater asset base for competitive energy operations, S&P conceded.
       Fitch Ratings gave a stable outlook for both firms, noting the all-stock deal avoids added debt and that the firm's non-regulated units are highly complementary.
       Shattuck was worried that "moving target" credit ratings would stifle Constellation's potential for wholesale and retail growth but FPL's robust balance sheet eases the problem.
       He is convinced greater consolidation in the industry is coming and wanted to pick the right partner to pursue growth while not compromising strong finances.
       The merger is to set up a "virtual utility" where a merchant fleet backs up and supplies low-cost power to competitive wholesale and retail sales.
       The deal creates the nation's biggest generation portfolio -- over 46,000 mw. About 25,000 mw comes from merchant plants.
       The merged firm -- to be called Constellation Energy -- will serve thousands of competitive wholesale and retail customers, including 72 of the Fortune 100 companies.
       Hay is to be CEO of the new firm while Shattuck will be chairman of the board and is to head the firm's competitive energy business.
       Shattuck sees Constellation more than doubling its competitive generation fleet, building scale and efficiency into the unit.
       A 50% jump in merchant plant gross margins is coming by 2008, Shattuck added, as lower-priced contracts expire.
       The merger creates a balanced footprint and strengthens Constellation's position in New England and Texas by backing (Gexa) sales with FPL's generation.

       Constellation expects that more closely matching power sales with output from its own larger plant fleet will cut operating costs and create a competitive advantage.

       Constellation sees green power driving earnings growth and plans to add 1,500 mw of wind power to the combined 3,200 mw it will control.
       FPL is the national leader in wind power and expects big growth in marketing renewable energy credits and green tags through Constellation's enhanced competitive retail businesses.
       The merger diversifies the fuel mix of the firm, cutting commodity exposure and boosting buying power.
       Constellation's fuel mix is 41% oil and natural gas, 32% nuclear and 23% coal. FPL's is 73% oil and gas, 13% nuclear and 10% wind.
       Analysts expect the firm to be able to take advantage of high gas prices to get higher profits from its coal and nuclear fleets.
       Constellation will become the country's third-largest nuclear operator with 11 units at seven plants.
       The consolidation brings cost savings, the firms noted, creating a platform for additions and new plants.
       Regulated sales will make up about half of the combined firm's earnings as the firm will serve more than 5.5 million electric customers in Florida and Maryland and 625,000 gas customers in Maryland.
       The new firm will have dual headquarters in Juno Beach, Fla, (for fossil and renewable units) and Baltimore (competitive unit).
       The deal is to create nearly $250 million annually (pre-tax) in cost savings by the end of the third year, mostly from the competitive unit -- combining non-regulated business operations, sharing of best practices and improved buying strategies.
       The merger is to benefit customers through balance sheet strength, cost savings, improved reliability and boosted nuclear assets, the firms said.
       The deal would be the biggest merger since Congress repealed PUHCA in August (RT, 12/12).
       The $11 billion deal is entirely a stock swap -- with a 15% premium on Constellation's stock based on a 20-day average -- and was unanimously approved by each firm's board.
       The new firm will be worth $28 billion (based on current market values) with combined annual revenues of $27 billion.
       That's $57 billion in total assets.
       Originally published in Restructuring Today on December 20, 2005

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