NU/NSTAR Merger Deal to Come Under Closer Scrutiny
Connecticut reverses itself, decides to exercise jurisdiction
Update courtesy of Utility Regulatory News #4055: Vacating an earlier order in which it had declined to review the proposed merger of two Massachusetts-based holding companies, the Connecticut Public Utilities Regulatory Authority (PURA) has determined that the transaction could have implications for two Connecticut-based operating subsidiaries, thus justifying PURA oversight. At issue is the planned acquisition of NSTAR by Northeast Utilities (NU). The two proponents had contended that PURA approval was not necessary because NSTAR has no operations in Connecticut, and NU’s two Connecticut subsidiaries, Connecticut Light & Power Co. (CL&P) and Yankee Gas Services Co., would remain as separate but wholly owned subsidiaries of NU. They maintained that since there would be no direct change in control of CL&P or Yankee Gas, PURA authorization was not required. Initially, the PURA agreed with that position. However, urged by various parties to reexamine the details of the proposed acquisition, the PURA discovered that the post-merger NU would be subject to a modified form of corporate governance, which clearly could have operational ramifications for CL&P and Yankee Gas. The PURA observed that the “new” NU will be relocating its headquarters to Boston and will have a different president and chief executive officer. Additionally, it noted that NU’s post-acquisition board of directors will be composed quite differently, so as to give equal representation to NSTAR nominees. Agreeing that those changes could significantly impact service policies and protocols applicable to CL&P and Yankee Gas, the PURA declared that its approval of the merger would be needed after all. For the full story, subscribe to URN.
Posted: January 30th, 2012 under M&A.
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ABB CEO Joe Hogan said the companies have almost no overlap in their businesses.