Additional Proxy Soliciting Materials (definitive) (defa14a)
March 29 2016 - 2:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
x
|
|
Filed by a Party other than the Registrant
o
|
|
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive Proxy Statement
|
o
|
Definitive Additional Materials
|
x
|
Soliciting Material under §240.14a-12
|
|
THE EMPIRE DISTRICT ELECTRIC COMPANY
|
(Name of Registrant as Specified In Its Charter)
|
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment of Filing Fee (Check the appropriate box):
|
x
|
No fee required.
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary materials.
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
|
Filed by The Empire District Electric Company
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: The Empire District Electric Company
Commission File No.: 1-3368
On March 28, 2016, The Empire District Electric Company gave the following presentation to the Missouri Public Service Commission:
Liberty Utilities Acquisition of Empire District Electric Co. David Pasieka, Peter Eichler, Chris Krygier, Brad Beecher, Kelly Walters and Scott Keith March 2016 1
Agenda 1. Introductions 2. Company Overviews 3. Acquisition Background, Highlights and Rationale 4. Testimony Key Points 5. Transition Planning and Stakeholder Outreach 6. Next Steps & Questions 2
Introductions Christopher Krygier Director, Regulatory & Government Affairs Liberty Utilities (Midstates) David Pasieka President, Liberty Utilities Peter Eichler Vice President, Strategic Planning Liberty Utilities Scott Keith Director, Regulatory Empire District Brad Beecher CEO, Empire District Kelly Walters COO, Empire District 3
Algonquin Power & Utilities Corp. Overview ALGONQUIN r...Power & Util1t1es Corp. J "The utility company most admired by customers/ communities and investors for our people, passion and performance" t I I Natura/Gas Electricity Water Transmission and Distribution Distribution I Enhpmneunal project developer Generation/Supply Experienced operator of non-regulated facifdies Distribution Focused business development team Experienced developer of large projects Transmission =Liberty Utilitie 4 Water Supply and Nsturat G as !D istribution and Pipelines Electric Generation,
Algonquin Power & Utilities Corp. Overview (cant) DISTRIBUTION Renewablepowergeneration providing attractive,growing returns Regulated transmission utility providing attractive risk· adjustedreturns US distributionutility providing predictable and growingearnings Non regulated 50% of 2015 E81TDA 40% Canada I 60% US $1.6 8 in power assets 1,185 MW gross installed capacity Federal/State regulated Natural gas pipelines and electrical transmission North American focus State regulated 50% of 2015 E81TDA 100% US-based 560,000 connections Empire acquisition to expand APUC's utility business to: * 778,000 connections * $2.9 8 rate base * APUC E81TDAwill be 72% Regulated/28% non Regulated =Liberty Utilitie 5 TRANSMISSION GENERATION
Liberty Utilities A growing utility operator Started in utility business over 15 years ago Long term owner of electric, natural gas, water and wastewater utilities 6
Empire District Overview Established in 1909 Operations in four states: MO, KS, OK, AR and FERC 170,000 Electric customers 8,100 miles of line (transmission & distribution) 1,377 megawatts generating capacity Service center in Joplin and Ozark 44,000 Natural Gas customers Fiber Optic & Water Service 750 employees Kansas, 4.6% Arkansas, 2.6% Oklahoma, 2.7% Missouri, 85.9% FERC, 4.2% 2014 On-System Electric Revenues by Jurisdiction 7
Liberty Utilities and Empire Strategic Fit Cultural Alignment Local, Responsive and Caring Delivery of safe, reliable service Safety Geography Talent Missouri / Arkansas Kansas / Oklahoma Arkansas / Texas Talented management team Expanded responsibilities 8
Acquisition Highlights Announced February 9, 2016 Combines Empires 4 state operations with Liberty Utilities Missouri, Iowa, Illinois, Arkansas and Texas operations Increased customer count from 217,000 to 338,000 800,000 customers across the United States Current CEO, Brad Beecher, to remain and lead new region Retain all employees and management team Long-term combination results in significant benefits for both organizations 9
Acquisition Rationale and Benefits Efficacy of Scale Increased Management Capability Enhanced regional senior leadership support Regional Board of Directors Enhanced financial capabilities Maintains jobs 10 Seamless transition
Key Commitments 1. No impact to customer rates resulting from the acquisition Retain EDE Management Team and Employees Expand responsibilities for EDE Management Team in new Central Region Retain Joplin Headquarters Retain Empire Brand Forgo recovery of acquisition premium and transaction costs in rates Maintain or enhance EDE service and reliability levels Access to books and records 2. 3. 4. 5. 6. 7. 8. 11
We have found a partner who shares our same values, is dedicated to continuing to serve our customers and communities at a high level, and is committed to maintaining the strong working relationships we have developed with our regulatory agencies. Brad Beecher, February 9, 2016
David Pasieka Testimony Overview 15 year operating history with holdings in electric, gas and water 10 years in Missouri Demonstrated history of acquisition integration 7 in last 5 years Implementation of a local, responsive and caring utility 80%+ customer satisfaction EDE shared philosophy An acquisition that benefits customers and the companies 12
David Pasieka Testimony Overview (cont) 7 major acquisitions in 5 years MO, IL, IA, NH, MA, CA, MT, AR 460,000 customers GA, Operating history Before 11 states, 560,000 customers After 13 states, 800,000 customers Decentralized philosophy Customer facing functions located in service territory Local decisions 13
New Liberty Utilities Central Region Approx. 338,000 Total Electric Customers MO 151,000 KS 9,500 OK 5,000 AR 5,000 Natural Gas MO 97,000 IL 23,000 IA 4,500 Water/Sewer AR 20,000 TX 9,000 MO 7,000 IL - 500 14
David Pasieka Testimony Overview (cont) Empire integration Central Region MO, AR, KS, OK, TX, IA, IL 340,000 customers Brad Beecher, CEO of Central Region Initial opportunities identified Future CIS systems Bill print consolidation Current Missouri operations 15
Peter Eichler Testimony Overview Financing plan to maintain BBB credit rating Equity raise completed Financial strength post closing allows for continued capital attraction Consistent with prior acquisitions Optimizing bench strength of shared services as needed How the transaction is beneficial to the public interest 16
Peter Eichler Testimony Overview (cont) Legal entities involved in the transaction Liberty Utilities Co. Parent Liberty Utilities (Central) Co. a/k/a LU Central Hold Co The Empire District Electric Co. Regulated utility 17
Peter Eichler Testimony Overview (cont) Financial strength Investment grade S&P BBB Financing $2.4 billion $0.8 assumed debt $1.6 debt/equity Success of convertible debenture offering Future capital needs 18
Peter Eichler Testimony Overview (cont) Cost Allocation Manual Will submit revised CAM to reflect acquisition within six months of closing Continue NARUC cost causation framework Maintains Empire electric jurisdictional allocation factors Estimating a lower cost of service benefitting customers 19
Chris Krygier Testimony Overview 10 years of successful Missouri operating history Recent successful gas, water and sewer acquisitions LU and EDEs shared customer service focus Maintaining contact centers Charitable contributions 20
Chris Krygier Testimony Overview (cont) Proven track record of Missouri acquisitions and ownership 2005 - Silverleaf 2011 Noel Water Co. 2011 KMB Utility 2012 - Atmos Corp. Safe, reliable service Follow commitments 21
Chris Krygier Testimony Overview (cont) Commitment to maintain customer contacts centers Commitment to maintain call center reporting metrics Continued regulatory commitments Forgo premium recovery 22
Brad Beecher Testimony Overview Transaction background Looking for utility partner with proven track record in all aspects of utility business Transaction represents positive impacts on all stakeholders Company Headquarters Employees Customers PSC regulation 23
Brad Beecher Testimony Overview (cont) LU the best fit as merger partner Demonstrated record of providing Positive customer experience Continuous improvement Community Safety Financial strength 24
Transition Planning Approach: Seamless to customers from service, reliability and rates perspective Model upon success prior LU acquisitions of Identify strengths organization of each Bill printing CIS 25
Stakeholder Communications Since announcement: 30 meetings held with numerous stakeholders 700 EDE employees/retirees 50 30 25 employees in Jackson, MO employees in Pine Bluff, AR Joplin business leaders 3 2 1 federal legislators state legislators newspaper interview 26
Next Steps Business as usual, no impact on day-to-day operations for LU or EDE Targeting to receive approval by end of 2016 We look forward to working together with the stakeholders 27
Questions m. ' =Liberty Utilitie 28
A
dditional Information and Where to Find It
The proposed transaction will be submitted to shareholders of Empire for their consideration. In connection with the transaction, Empire will file a proxy statement and other materials with the U.S. Securities and Exchange Commission (the SEC). This communication is not a substitute for the proxy statement or any other document that Empire may send to its shareholders in connection with the proposed transaction. EMPIRE SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT FOR THE PROPOSED TRANSACTION WHEN IT IS FILED, AND ANY AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED, WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EMPIRE AND THE TRANSACTION. All such documents, when filed, are available free of charge at the SECs website at www.sec.gov, at Empires website at www.empiredistrict.com or by sending a written request to Corporate Secretary, The Empire District Electric Company, 602 S. Joplin Avenue, Joplin, Missouri 64801.
Participants in the Solicitation
Empire and its directors and executive officers are deemed to be participants in any solicitation of Empire shareholders in connection with the proposed transaction. Information about Empire directors and executive officers is available in Empires definitive proxy statement, filed on March 16, 2016, in connection with its 2016 annual meeting of shareholders, and in Empires Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Empire Electric (NYSE:EDE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Empire Electric (NYSE:EDE)
Historical Stock Chart
From Sep 2023 to Sep 2024