I’ve been hoping for better local coverage of the surprise announcement of the proposed sale of HEI to Florida-based NextEra Energy. So far, even much of the Day 2 reporting has been based on the news releases and slide presentations made yesterday.
This is, after all, the largest (or one of the largest) companies in the state, and this would undoubtedly be a major change in politics and economics. For example, how will Hawaii banks be impacted by the shift of control from Honolulu to the Florida-based NextEra? What do the HECO unions have to say?
But there are some nuggets available.
MarketWatch is reporting this morning that a law firm is investigating whether HEI shareholders are getting a fair deal.
NEW YORK, Dec 04, 2014 (BUSINESS WIRE) — Juan E. Monteverde, a partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Hawaiian Electric Industries, Inc. (“Hawaiian Electric” or the “Company”) HE, +14.93% for potential breaches of fiduciary duties in connection with the sale of the Company to NextEra Energy, Inc. (“NextEra”) NEE, -1.13% for approximately $2.6 billion in a cash and stock transaction. The Company’s stockholders will receive 0.2413 NextEra shares, and a one-time cash dividend payment of $0.50 for each share of Hawaiian Electric common stock they own.
The investigation focuses on whether Hawaiian Electric’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct a fair sales process and whether and by how much this proposed transaction undervalues the Company to the detriment of Hawaiian Electric’s shareholders.
Pacific Business News reported that HEI was not soliciting offers for the company and instead was approached directly by NextEra.
According to PBN’s Duane Shimogawa, Connie Lau, HEI’s CEO, said “there were no other companies engaged in discussions regarding a sale.”
Very interesting. Then how did the company value itself? Would a more competitive process have brought additional suitors? Would a local group have been able to play at this level?
According to the Miami Herald blog:
The merger raises lots of questions about what this means for the Juno Beach-based company. Hawaiian law requires utilities to meet get 70 percent of their supply from clean energy by 2030 and, in Florida, NextEra’s largest subsidiary, FPL, has aggressively fought off attempts to establish a similar clean energy goal here.
NextEra has also effectively blocked the emergence of competitive distributive energy generation in Florida with a dominant, take-no-prisoners approach to regulation and politics, while Hawaii has merged as one of the nation’s top one of the markets where competitive distributive generation is becoming a reality.
Forbes contributor William Pentland points out that “Hawaii has become a flash point in the battle over the future architecture of the electric grid. The relentless rise of power prices in the state has accelerated customers’ adoption of distributed generation.”
That’s in stark contrast to Florida where FPL and its parent, NextEra, has kept wholesale competitors out by controlling access to the transmission grid except for incumbent utilities.
“NextEra’s expansion into Hawaii is likely a mixed blessing for the distributed generation business,” Pentland wrote.
According to the Star-Advertiser:
The sale would move control of Hawaii’s leading electric company to the mainland for the first time since it was founded in 1891 by King David Kalakaua.
Reaction was mostly cautious or skeptical among Hawaii renewable energy advocates and political leaders who voiced concern over the shift of HEI’s leadership to a state 5,000 miles away.
According to the South Florida Business Journal: “NextEra Energy is South Florida’s fourth-largest public company, according to Business Journal research. The company reported $15.1 billion in 2013 revenue, up from $14.3 billion the year before.”
Meanwhile, keep a close watch on what Henry Curtis comes up with on his Ililani Media.
I wonder what the local group that was exploring a bid for the company thinks about the price the current merger proposal is based on?
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try Google the following word:
“NexTerror”
this is only 1 aspect of NextEra, but it is interesting.
employee reviews are here:
http://www.glassdoor.com/Reviews/Employee-Review-NextEra-Energy-Inc-RVW3594326.htm
Re: HECO unions, the S-A story quotes an electrical union official as being quite enthusiastic. But given Next Era’s stance in Florida, there is indeed reason for concern. However, we have an electrical engineer as our new governor who has promised “due diligence.”
What is historically ironic about this is HEI’s origins. The powers-that-were wanted to keep inter-island barge service ownership control within the state and Hawaiian Electric was approached because it was a local public utility. HECO agreed to take over Young Brothers if a financial outfit, American Savings, was allowed to be acquired under the HEI’s umbrella as well. With time, however, Young Brothers was allowed to be spun off to a Seattle maritime operator. Remember when Matson was allowed to be acquired by A&B to resolve a “Big Five” anti-trust issue back in the LBJ era because the Burns Administration considered it crucial to maintain ownership within the state?
Re the MarketWatch article – when a law firm pops up with an “investigation” after a merger is announced, there is usually an attempt to shakedown a few bunch of legal fees for themselves with little, if anything, for the shareholders.
that was my thought, Old Native.
When PUC holds hearings on this matter, NextEra offcials will have many questions to answer. But the following two are especially important:
1) Will your company commit to letting HECO customers hook newly installed PV systems up to the grid via a process that takes no longer than 30 days?
2) Will your company commit to supporting rebates or tax credits to to make it easier for residents to afford PV systems?
If a NextEra official cannot offer a straightforward answer with specifics and gives an evasive response to either question, then you can assume that this company will not support renewable energy initiatives that will save residential consumers money.
If anyone doubts me and buys into NextGen’s PR fluff about how they are a “clean energy leader” w/o any specific promises and assurances of increasing consumer access to solar energy savings, then you’ll be sorry later on.
From a very useful source, Green Tech Media.
http://www.greentechmedia.com/articles/read/Buying-Hawaiis-utility-seems-like-a-good-idea
The comments are also worth reading.
Green Tech Media points to this article as evidence that the buyout of HECO by NextEra might be a step in the right direction.
http://www.greentechmedia.com/articles/read/I-Almost-Bought-Hawaiis-Electric-Utility-For-6B-and-Made-It-a-Renewables
Actually, The Hawaii Clean Energy Initiative was enacted in 2008 by the State of Hawaii and the US federal government, seemingly against the will of HECO. From the wiki on ‘Energy in Hawaii’: “On January 28, 2008, the State of Hawaii and the US Department of Energy signed a memorandum of understanding [5] and announced the Hawaii Clean Energy Initiative, which has a goal to use renewable resources such as wind, sun, ocean, geothermal, and bioenergy to supply 70 percent or more of Hawaii’s energy needs by 2030 and to reduce the state’s dependence on imported oil.”
It is unusual that HECO sold out for $4 billion in 2014 when it turned down a $6 billion sale in 2011. This could mean that HECO’s own confidence in its future has been shattered. No one really knows where energy production is heading. In fact, this could be why NextEra wants to purchase HECO, as a test case of how to deal with transformational disruption that now seems inevitable (I believe NextEra specializes in natural gas, and has been cool to solar). More than any other place, solar in Hawaii has gone beyond the point of no return, so NextEra’s plan does not involve regression and retrenchment. It has no choice but to move forward with solar, not just in Hawaii but eventually in Florida.
The author has an oddly cavalier attitude toward a $6 billion takeover attempt that almost succeeded (in fact, despite his expectations of early failure). As amateurish as his team seemed to be, they did raise an astounding $6 billion. A frightening thought: None of these people in the business elite – HECO, NextEra, Kuokoa – really know what they are getting into (a bit like Wall Street in the 2000s). But, at least nowadays, they know that they do not know.