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Kansas regulators reject $12.2B Westar sale to Great Plains

Kansas Corporation Commission Chairman Pat Apple, left, alongside Commissioner Jay Emler, wrap up a hearing on Wednesday, April 19, 2017, in Topeka, Kan., after unanimously voting down the approval of a merger between Westar Energy and Great Plains. (Chris Neal/The Topeka Capital-Journal via AP)

TOPEKA, Kan. (AP) — Kansas regulators on Wednesday rejected the proposed sale of the state’s largest electric company to a Missouri firm, concluding that the $12.2 billion price was too high and would leave the combined utility financially weaker than the separate companies.

The Kansas Corporation Commission issued its order against a proposal from Kansas City, Missouri-based Great Plains Energy Inc. to buy Topeka-based Westar Energy Inc. after consumer advocates and the commission’s own staff criticized the acquisition. Opponents argued that Great Plains was paying far too much and regulators could be forced to boost rates to keep the combined company stable.

“The Commission agrees that based on their geographies a merger makes sense. But not this merger,” the commission said in its unanimous order. “The proposed transaction is not a merger of equals, but an acquisition with an excessive purchase price.”

The commission’s order doesn’t necessarily doom the merger, but it will at least delay the transaction.

Great Plains is the parent of Kansas City Power & Light Co., and its proposed acquisition of Westar would give it 1.5 million customers from central Kansas to central Missouri. Great Plains and Westar argued the deal would create nearly $2 billion in operating efficiencies over the next decade to keep electric rates in check.

But the commission questioned the companies’ estimates for potential savings, calling them “too speculative” to show that the new, combined company could pass savings onto its customers. The commission also concluded that the deal likely would lead to a downgrade in Great Plains’ credit ratings, potentially increasing its future borrowing costs.

“What this means to Jane and Joe is that we’re going to continue with Westar and KCP&L in the manner that they’ve done before,” said David Nickel, consumer counsel for the Citizens’ Utility Ratepayers Board, a state agency representing small businesses and residential customers. “That’s been a good deal for the consumer.”

Westar and Great Plains stockholders overwhelmingly approved the deal last year, but the companies also needed approval from regulators in Kansas, Missouri and the U.S. government. The Missouri Public Service Commission has had hearings but has yet to rule.

In Kansas, the companies could ask the state’s appellate courts to overturn the commission’s order. The companies said they were reviewing the order before deciding how to respond.

“We are disappointed with the order,” said Chuck Caisley, a Great Plains vice president. “KCP&L and Westar have served customers in Kansas and Missouri for more than 100 years as neighboring utilities, and as a combined company we would create significant operational efficiencies and cost savings that would benefit our customers and our communities.”

The companies have acknowledged the deal would lead them to trim their workforces, but they promised that Westar would retain its Topeka headquarters. They companies told the Kansas commission that they included more than 40 provisions in their deal to protect consumers from the financial risks associated with it.

“We have been working really hard toward this transaction,” said Westar spokeswoman Gina Penzig. “We think that it was going to bring a lot of benefits to customers.”

Under the deal, Great Plains would acquire Westar’s $3.6 billion in debt, and critics argued that it would be paying as much as $4.9 billion more than the book value of Westar’s assets. The commission noted that in offering $60 per share for Westar’s stock, Great Plains was promising to pay $4 more a share than another bidder.

Critics also said achieving the promised savings in operating costs would require Great Plains to shutter generating plants and cut more than 600 full-time jobs by 2020.

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Follow John Hanna on Twitter at https://twitter.com/apjdhanna .

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