CenterPoint Energy’s $6 Billion Merger with Vectren Corporation

Goldman Sachs & Co. LLC served as exclusive financial advisor to CenterPoint Energy. BofA Merrill Lynch served as exclusive financial advisor to Vectren. Akin Gump Strauss Hauer & Feld LLP and Bingham Greenbaum Doll LLP served as legal counsel to CenterPoint Energy. Baker Botts LLP served as legal counsel to Vectren.

CenterPoint Energy, Inc. (NYSE: CNP) and Vectren Corporation (NYSE: VVC) have entered into a definitive merger agreement to form a leading energy delivery, infrastructure and services company serving more than 7 million customers across the United States.

Under the terms of the agreement, which have been unanimously approved by both CenterPoint Energy’s and Vectren’s Boards of Directors, Vectren shareholders will receive $72.00 in cash for each share of Vectren common stock. CenterPoint Energy will also assume all outstanding Vectren net debt.

The combined company is expected to have electric and natural gas delivery operations in eight states with assets totaling $29 billion and an enterprise value of $27 billion.

Headquartered in Houston, CenterPoint Energy has significant natural gas operations in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas, serving more than 3.4 million customers. The company also delivers electricity to more than 2.4 million customers in the greater Houston area. CenterPoint Energy’s competitive natural gas sales and services business serves more than 100,000 customers in 33 states. The company employs nearly 8,000.

Headquartered in Evansville, Ind., Vectren provides natural gas to more than 1 million customers in Indiana and Ohio, and electricity to 145,000 customers in Indiana. Vectren’s non-utility businesses include Infrastructure Services (VISCO), which provides underground pipeline construction, repair and replacement services, and Energy Services (VESCO), which offers performance contracting services and renewable energy project development. CenterPoint Energy intends to continue operating VISCO out of Indianapolis, Ind., and VESCO out of Newburgh, Ind. (near Evansville). Vectren also owns and operates power generation assets in Indiana with a production capacity of 1,248 megawatts. The company employs approximately 5,500.

Following the completion of the merger, the combined company expects to execute a unified business strategy focused on the safe and reliable delivery of electricity, natural gas and related services to customers.

At the closing of the transaction, Scott M. Prochazka will serve as president and CEO of the combined company.
Akin Gump Advises CenterPoint Energy on the deal with a team including Zachary Wittenberg (Picture) and energy partner W. Robert Shearer, with Rick Burdick, chair of the firm’s global energy and transactions practice, providing instrumental support. Others on the team included corporate partners Frederick Lee and Lucas Torres for finance work; energy regulation, markets and enforcement practice co-head Chip Cannon; employee benefits partner Rolf Zaiss, labor and employment practice head Robert G. Lian Jr, labor and employment senior counsel Eric Field, who provided pensions advice; environment and natural resources practice head David Quigley; and cybersecurity, privacy and data protection practice co-head Michelle Reed.

Baker Botts advised Vectren Corporation with a team including William S. Lamb (Partner, New York); James Mayor (Partner, Houston); Courtney Fore (Senior Associate, Austin) and Allison Lancaster (M&A), Mark Bodron (Partner, Houston) and Stephanie Jeane (Employee Benefits), Martin Toulouse (Partner, New York) and Jon Finelli (Banking & Finance), Don J. Lonczak (Tax).

 

Involved fees earner: Zachary Wittenberg – Akin Gump; Robert Shearer – Akin Gump; Rick Burdick – Akin Gump; George Cannon – Akin Gump; Frederick Taehoon Lee – Akin Gump; Lucas Torres – Akin Gump; Rolf Zaiss – Akin Gump; Robert Lian – Akin Gump; Eric Douglas Field – Akin Gump; David Quigley – Akin Gump; Michelle Reed – Akin Gump; William Lamb – Baker Botts; James Mayor – Baker Botts; Courtney Fore – Baker Botts; Allison Lancaster – Baker Botts; Mark Bodron – Baker Botts; Stephanie Jeane – Baker Botts; Martin Toulouse – Baker Botts; Jon Finelli – Baker Botts; Don Lonczak – Baker Botts;

Law Firms: Akin Gump; Baker Botts;

Clients: CenterPoint Energy Inc.; Vectren Corporation ;

 

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Author: Ambrogio Visconti