Merger and acquisition activity in the U.S. electric utility industry has increased following the 2005 repeal of the Public Utility Holding Company Act (PUHCA). A key question for the industry is not whether M&A will continue, but whether utility executives are prepared to manage effectively the complex regulatory challenges that have evolved.
M&A activity is (and always has been) the most potent, visible and (often) irreversible option available to utility CEOs who wish to reshape their portfolios and meet their shareholders’ expectations for returns. However, M&A has too often been applied reflexively – much like the hammer that sees everything as a nail.
The American utility industry is likely to undergo significant consolidation over the next five years. There are several compelling rationales for consolidation. First, M&A has the potential to offer real economic value. Second, capital-market and competitive pressures favor larger companies. Third, the changing regulatory landscape favors larger entities with the balance sheet depth to weather the uncertainties on the horizon.
LEARNING FROM THE PAST
Historically, however, acquirers have found it difficult to derive value from merged utilities. With the exception of some vertically integrated deals, most M&A deals have been value-neutral or value-diluting. This track record can be explained by a combination of factors: steep acquisition premiums, harsh regulatory givebacks, anemic cost reduction targets and (in more than half of the deals) a failure to achieve targets quickly enough to make a difference. In fact, over an eight-year period, less than half the utility mergers actually met or exceeded the announced cost reduction levels resulting from the synergies of the merged utilities (Figure 1).
The lessons learned from these transactions can be summarized as follows: Don’t overpay; negotiate a good regulatory deal; aim high on synergies; and deliver on them.
In trying to deliver value-creating deals, CEOs often bump up against the following realities:
- The need to win approval from the target’s shareholders drives up acquisition premiums.
- The need to receive regulatory approval for the deal and to alleviate organizational uncertainty leads to compromises.
- Conservative estimates of the cost reductions resulting from synergies are made to reduce the risk of giving away too much in regulatory negotiations.
- Delivering on synergies proves tougher than anticipated because of restrictions agreed to in regulatory deals or because of the organizational inertia that builds up during the 12- to 18-month approval process.
LOOKING AT PERFORMANCE
Total shareholder return (TSR) is significantly affected by two external deal negotiation levers – acquisition premiums and regulatory givebacks – and two internal levers – synergies estimated and synergies delivered. Between 1997 and 2004, mergers in all U.S. industries created an average TSR of 2 to 3 percent relative to the market index two years after closing. In contrast, utilities mergers typically underperformed the utility index by about 2 to 3 percent three years after the transaction announcement. T&D mergers underperformed the index by about 4 percent, whereas mergers of vertically integrated utilities beat the index by about 1 percent three years after the announcement (Figure 2).
For 10 recent mergers, the lower the share of the merger savings retained by the utilities and the higher the premium paid for the acquisition, the greater the likelihood that the deal destroyed shareholder value, resulting in negative TSR.
Although these appear to be obvious pitfalls that a seasoned management team should be able to recognize and overcome, translating this knowledge into tangible actions and results has been difficult.
So how can utility boards and executives avoid being trapped in a cycle of doing the same thing again and again while expecting different results (Einstein’s definition of insanity)? We suggest that a disciplined end-to-end M&A approach will (if well-executed) tilt the balance in the acquirer’s favor and generate long-term shareholder value. That approach should include the four following broad objectives:
- Establishment of compelling strategic logic and rationale for the deal;
- A carefully managed regulatory approval process;
- Integration that takes place early and aggressively; and
- A top-down approach for designing realistic but ambitious economic targets.
GETTING IT RIGHT: FOUR BROAD OBJECTIVES THAT ENHANCE M&A VALUE CREATION
To complete successful M&As, utilities must develop a more disciplined approach that incorporates the lessons learned from both utilities and other industrial sectors. At the highest level, adopting a framework with four broad objectives will enhance value creation before the announcement of the deal and through post-merger integration. To do this, utilities must:
- Establish a compelling strategic logic and rationale for the deal. A critical first step is asking the question, why do the merger? To answer this question, deal participants must:
- Determine the strategic logic for long-term value creation with and without M&A. Too often, executives are optimistic about the opportunity to improve other utilities, but they overlook the performance potential in their current portfolio. For example, without M&A, a utility might be able to invest and grow its rate base, reduce the cost of operations and maintenance, optimize power generation and assets, explore more aggressive rate increases and changes to the regulatory framework, and develop the potential for growth in an unregulated environment. Regardless of whether a utility is an acquirer or a target, a quick (yet comprehensive) assessment will provide a clear perspective on potential shareholder returns (and risks) with and without M&A.
- Conduct a value-oriented assessment of the target. Utility executives typically have an intuitive feel for the status of potential M&A targets adjacent to their service territories and in the broader subregion. However, when considering M&A, they should go beyond the obvious criteria (size and geography) and candidates (contiguous regional players) to consider specific elements that expose the target’s value potential for the acquirer. Such value drivers could include an enhanced power generation and asset mix, improvements in plant availability and performance, better cost structures, an ability to respond to the regulatory environment, and a positive organizational and cultural fit. Also critical to the assessment are the noneconomic aspects of the deal, such as headquarters sharing, potential loss of key personnel and potential paralysis of the company (for example, when a merger or acquisition freezes a company’s ability to pursue M&A and other large initiatives for two years).
- Assess internal appetites and capabilities for M&A. Successful M&A requires a broad commitment from the executive team, enough capable people for diligence and integration, and an appetite for making the tough decisions essential to achieving aggressive targets. Acquirers should hold pragmatic executive-level discussions with potential targets to investigate such aspects as cultural fit and congruence of vision. Utility executives should conduct an honest assessment of their own management teams’ M&A capabilities and depth of talent and commitment. Among historic M&A deals, those that involved fewer than three states and those in which the acquirer was twice as big as the target were easier to complete and realized more value.
- Carefully manage the regulatory approval process. State regulatory approvals present the largest uncertainty and risk in utility M&A, clearly affecting the economics of any deal. However, too often, these discussions start and end with rate reductions so that the utility can secure approvals. The regulatory approval process should be similar to the rigorous due diligence that’s performed before the deal’s announcement. This means that when considering M&A, utilities should:
- Consider regulatory benefits beyond the typical rate reductions. The regulatory approval process can be used to create many benefits that share rewards and risks, and to provide advantages tailored to the specific merger’s conditions. Such benefits include a stronger combined balance sheet and a potential equity infusion into the target’s subsidiaries; an ability to better manage and hedge a larger combined fuel portfolio; the capacity to improve customer satisfaction; a commitment to specific rate-based investment levels; and a dedication to relieving customer liability on pending litigation. For example, to respond to regulatory policies that mandate reduced emissions, merged companies can benefit not only from larger balance sheets but also from equity infusions to invest in new technology or proven technologies. Merged entities are also afforded the opportunity to leverage combined emissions reduction portfolios.
- Systematically price out a full range of regulatory benefits. The range should include the timing of “gives” (that is, the sharing of synergy gains with customers in the form of lower rates) as a key value lever; dedicated valuations of potential plans and sensitivities from all stakeholders’ perspectives; and a determination of the features most valued by regulators so that they can be included in a strategy for getting M&A approvals. Executives should be wary of settlements tied to performance metrics that are vaguely defined or inadequately tracked. They should also avoid deals that require new state-level legislation, because too much time will be required to negotiate and close these complex deals. Finally, executives should be wary of plans that put shareholder benefits at the end of the process, because current PUC decisions may not bind future ones.
- Be prepared to walk away if the settlement conditions imposed by the regulators dilute the economics of the deal. This contingency plan requires that participating executives agree on the economic and timing triggers that could lead to an unattractive deal.
- Integrate early and aggressively. Historically, utility transactions have taken an average of 15 months from announcement to closing, given the required regulatory approvals. With such a lengthy time lag, it’s been easy for executives to fall into the trap of putting off important decisions related to the integration and post-merger organization. This delay often leads to organizational inertia as employees in the companies dig in their heels on key issues and decisions rather than begin to work together. To avoid such inertia, early momentum in the integration effort, embodied in the steps outlined below, is critical.
- Announce the executive team’s organization early on. Optimally, announcements should be made within the first 90 days, and three or four well-structured senior-management workshops with the two CEOs and key executives should occur within the first two months. The decisions announced should be based on such considerations as the specific business unit and organizational options, available leadership talent and alignment with synergy targets by area.
- Make top-down decisions about integration approach according to business and function. Many utility mergers appear to adopt a “template” approach to integration that leads to a false sense of comfort regarding the process. Instead, managers should segment decision making for each business unit and function. For example, when the acquirer has a best-practice model for fossil operations, the target’s plants and organization should simply be absorbed into the acquirer’s model. When both companies have strong practices, a more careful integration will be required. And when both companies need to transform a particular function, the integration approach should be tailored to achieve a change in collective performance.
- Set clear guidelines and expectations for the integration. A critical part of jump-starting the integration process is appointing an integration officer with true decision-making authority, and articulating the guidelines that will serve as a road map for the integration teams. These guidelines should clearly describe the roles of the corporation and individual operating teams, as well as provide specific directions about control and organizational layers and review and approval mechanisms for major decisions.
- >Systematically address legal and organizational bottlenecks. The integration’s progress can be impeded by legal or organizational constraints on the sharing of sensitive information. In such situations, significant progress can be achieved by using clean teams – neutral people who haven’t worked in the area before – to ensure data is exchanged and sanitized analytical results are shared. Improved information sharing can aid executive-level decision making when it comes to commercially sensitive areas such as commercial marketing-and-trading portfolios, performance improvements, and other unregulated business-planning and organizational decisions.
- Use a top-down approach to design realistic but ambitious economic targets. Synergies from utility mergers have short shelf lives. With limits on a post-merger rate freeze or rate-case filing, the time to achieve the targets is short. To achieve their economic targets, merged utilities should:
- Construct the top five to 10 synergy initiatives to capture value and translate them into road maps with milestones and accountabilities. Identifying and promoting clear targets early in the integration effort lead to a focus on the merger’s synergy goals.
- Identify the links between synergy outcomes and organizational decisions early on, and manage those decisions from the top. Such top-down decisions should specify which business units or functional areas are to be consolidated. Integration teams often become gridlocked over such decisions because of conflicts of interest and a lack of objectivity.
- Control the human resources policies related to the merger. Important top-down decisions include retention and severance packages and the appointment process. Alternative severance, retirement and retention plans should be priced explicitly to ensure a tight yet fair balance between the plans’ costs and benefits.
- Exploit the merger to create opportunities for significant reductions in the acquirer’s cost base. Typical merger processes tend to focus on reductions in the target’s cost base. However, in many cases the acquirer’s cost base can also be reduced. Such reductions can be a significant source of value, making the difference between success and failure. They also communicate to the target’s employees that the playing field is level.
- Avoid the tendency to declare victory too soon. Most synergies are related to standardization and rationalization of practices, consolidation of line functions and optimization of processes and systems. These initiatives require discipline in tracking progress against key milestones and cost targets. They also require a tough-minded assessment of red flags and cost increases over a sustained time frame – often two to three years after the closing.
RECOMMENDATIONS: A DISCIPLINED PROCESS IS KEY
Despite the inherent difficulties, M&A should remain a strategic option for most utilities. If they can avoid the pitfalls of previous rounds of mergers, executives have an opportunity to create shareholder value, but a disciplined and comprehensive approach to both the M&A process and the subsequent integration is essential.
Such an approach begins with executives who insist on a clear rationale for value creation with and without M&A. Their teams must make pragmatic assessments of a deal’s economics relative to its potential for improving base business. If they determine the deal has a strong rationale, they must then orchestrate a regulatory process that considers broad options beyond rate reductions. Having the discipline to walk away if the settlement conditions dilute the deal’s economics is a key part of this process. A disciplined approach also requires that an aggressive integration effort begin as soon as the deal has been announced – an effort that entails a modular approach with clear, fast, top-down decisions on critical issues. Finally, a disciplined process requires relentless follow-through by executives if the deal is to achieve ambitious yet realistic synergy targets.