HOUSTON, Dec. 3, 2018 /PRNewswire/ -- CenterPoint Energy,
Inc. (NYSE: CNP) today announced the executive team that will lead
the combined company following the close of the pending merger with
Vectren Corporation (NYSE: VVC), which is expected in the first
quarter of 2019.
As previously announced, at the closing of the merger
CenterPoint Energy President and Chief Executive Officer
Scott M. Prochazka will be appointed
to the same role for the combined company. The combined company
will be named CenterPoint Energy, headquartered in Houston and execute a unified business
strategy focused on the safe and reliable delivery of electricity,
natural gas and related services to customers.
"This talented and experienced group of leaders is uniquely
qualified to drive value for our shareholders, customers, employees
and communities, while enhancing growth opportunities for our
businesses," said CenterPoint Energy President and Chief Executive
Officer Scott M. Prochazka. "I look
forward to working alongside this team to further advance our
vision to lead the nation in delivering energy, service and
value."
The following leaders will be members of the company's executive
leadership team, reporting to Prochazka as of the close of the
transaction. Unless otherwise noted, the leaders will be based in
Houston.
Tracy Bridge, currently
CenterPoint Energy's executive vice president and president,
Electric Division, will lead the company's Texas electric utility business. He will be
responsible for electric transmission, distribution, electric
engineering and power delivery solutions in the greater
Houston area. Bridge will also
oversee the company's technology operations and enterprise-wide
safety and training programs.
Lynnae K. Wilson,
currently Vectren's vice president, Energy Delivery, will lead
the company's Indiana electric
utility business. She will be responsible for power generation
operations and construction, transmission and distribution
operations, electric engineering, Midwest Independent System
Operator (MISO) and wholesale power marketing, key account
management, and integrated resource planning. Wilson will be based
in Evansville, Ind.
Scott E. Doyle, currently
CenterPoint Energy's senior vice president, Natural Gas
Distribution, will lead the company's natural gas utility business.
He will be responsible for the company's eight-state natural gas
operations utility footprint, natural gas supply, natural gas
engineering, and operations support. In addition, Doyle will
oversee the enterprise customer organization, including utility
sales and marketing. He will be based in Evansville, Ind.
Joseph (Joe) J. Vortherms,
currently senior vice president of CenterPoint Energy Services,
will lead the company's competitive businesses, including natural
gas supply and sales, commercial development and marketing, and
Vectren's Miller Pipeline, Minnesota Limited and Energy Systems
Group.
Dana O'Brien, currently
CenterPoint Energy's senior vice president and general counsel,
will lead the company's legal organization. She will be responsible
for regulatory and government affairs, corporate and securities,
litigation, audit, corporate responsibility, the corporate
secretary role, and ethics, compliance and privacy. O'Brien will
also have oversight of environmental and claims.
Sue Ortenstone, currently
CenterPoint Energy's senior vice president and chief human
resources officer, will lead the company's human resources
organization. She will have responsibility for talent, compensation
and benefits, labor relations, and enterprise communications and
community relations. Ortenstone will also have oversight of
facilities and security, as well as the charitable foundation.
Kenneth (Kenny) Mercado,
currently CenterPoint Energy's integration officer, will serve as
the company's integration lead. He will lead the company's
integration implementation, including process improvement, change
leadership, the technology integration management office, and
strategic sourcing and purchasing.
The company also announced that William (Bill) D. Rogers, currently
CenterPoint Energy's executive vice president and chief financial
officer, plans to retire for personal and family reasons. He will
remain in his current role through the first quarter of 2019 to
help ensure a seamless closing of the pending merger and transition
to his successor.
"I want to thank Bill for his invaluable contributions and
commitment to CenterPoint Energy," said Prochazka. "He has been a
valued member of the executive leadership team and played an
instrumental role in driving our strategy to advance functional
excellence within the finance organization and grow our businesses
as we strive to better serve our customers' needs. Bill also played
a key role in our pending merger with Vectren. Thanks to Bill's
leadership and dedication, CenterPoint Energy is well positioned
for the future."
In preparation for the completion of the merger, CenterPoint
Energy and Vectren continue to work on integration planning. Until
the close of the transaction, CenterPoint Energy and Vectren will
operate as two separate companies under their current leadership
structures.
CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery
company that includes electric transmission & distribution,
natural gas distribution and energy services operations. The
company serves more than five million metered customers primarily
in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of
the common units representing limited partner interests in Enable
Midstream Partners, a publicly traded master limited partnership it
jointly controls with OGE Energy Corp. Enable Midstream Partners
owns, operates and develops natural gas and crude oil
infrastructure assets. With more than 8,000 employees, CenterPoint
Energy and its predecessor companies have been in business for more
than 150 years. For more information, please visit
www.CenterPointEnergy.com.
Forward-Looking Statement
The statements in this press release 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 press release 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 press release, 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) CenterPoint Energy's
post-merger leadership team and timing of any leadership changes
and (3) the completion and expected timing of completion of the
proposed transactions.
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 CenterPoint Energy or Vectren may be unable to
obtain regulatory approvals required for the proposed transactions,
or that required regulatory approvals or agreements with other
parties interested therein may delay the proposed transactions or
may be subject to or impose adverse conditions or costs, (2) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the proposed transactions or could
otherwise cause the failure of the proposed transactions to close,
(3) the risk that a condition to the closing of the proposed
transactions or the committed financing may not be satisfied, (4)
the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted relating to the proposed
transactions, (5) the receipt of an unsolicited offer from another
party to acquire assets or capital stock of Vectren that could
interfere with the proposed transactions, (6) the timing to
consummate the proposed transactions, (7) the costs incurred to
consummate the proposed transactions, (8) the possibility that the
expected cost savings, synergies or other value creation from the
proposed transactions will not be realized, or will not be realized
within the expected time period, (9) the risk that the companies
may not realize fair values from properties that may be required to
be sold in connection with the merger, (10) the credit ratings of
the companies following the proposed transactions, (11) disruption
from the proposed transactions making it more difficult to maintain
relationships with customers, employees, regulators or suppliers,
and (12) the diversion of management time and attention on the
proposed transactions.
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 material business transactions
such as acquisitions and divestitures, including, without
limitation, legal and regulatory delays; the related time and costs
of implementing such transactions; integrating operations as part
of these transactions; and possible failures to achieve expected
gains, revenue growth and/or expense savings from such
transactions, 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 transactions. 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.
For more information contact
Media:
Leticia Lowe
Phone 713.207.7702
Investors:
Dave Mordy
Phone 713.207.6500
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SOURCE CenterPoint Energy, Inc.
