The biggest potential
deal of all is a brassy rumored plan to divide French giant SUEZ (NYSE:
SZE) between France's VEOLIA (NYSE: VE) and Italy's ENEL (NYSE: EN).
Veolia would acquire Suez' massive water assets, creating a dominant
global water industry behemoth. Enel, meanwhile, would advance its power
generation franchise in both France and Belgium.
The common thread of
all of these deals is strategy. Utility stock valuations are well off
their lows of three years ago. And while earnings are rapidly catching
up to share prices for more than a few companies, this is generally not
a bargain market for buyers. The average distribution utility I cover in
UF, for example, currently sells for more than twice book value. For the
typical water utility, that figure is 2.6 times book.
Price is a big reason
why there hasn't been an explosion of new deals in recent months,
despite the elimination of the Public Utility Holding Company Act last
summer and its final phase-out last month. And it's why premiums on
deals to pre-merger prices have been meager. Even the KeySpan deal, for
example, is expected to come off only slightly above the current price
of the shares.
Deals that advance
long-term strategic goals, however, make more sense than ever. In fact,
it could well be now or never, as the industry enjoys extremely
favorable regulation at the moment. In the US, as the Bush
administration's handling of the takeover of the manager of America's
Northeastern ports this week showed, rarely have government officials
been so willing to quickly approve deals.
Utility deals like DUKE
(NYSE: DUK)/CINERGY (NYSE: CIN) have been quickly approved over the past
year with little rancor and few conditions attached.
Overseas, European
governments still occasionally succumb to the temptation to build
"national champion" companies. Spain's support of Gas
Natural's bid for Endesa--and disparaging remarks about EON's much
higher counterbid--is but the latest manifestation.
The ability of national
governments to block deals in the new Europe, however, is far more
limited than in the past. The European Union has already warned Spain
against attempting to block the EON bid. Instead, the key regulatory
hurdle for merging companies to overcome is to prove their deal won't
stymie competition, or create a situation where one company has
untenable market power. As long as they measure up on that score,
national borders are not boundaries.
One characteristic of
all of the deals now in progress is their tight focus. Enel, EON and
Veolia are taking the next step towards expanding in Europe, each within
its respective industry. None are trying to expand their product line to
other sectors, often a disastrous strategy. National Grid is taking the
next logical step toward expanding its wires and pipes network in the US
Northeast, a move that's almost certain to be followed by purchases of
other utilities in the region. Even Kelda's sale of its US water assets
is strategic: It's retrenching back to its home UK market.
Tight focus should go a
long way toward assuring these deals ultimately work, even as favorable
regulation boosts the odds dramatically that they'll ultimately be
approved. One of the ironies about today's utility merger wave is that
the deals themselves are far larger than those of the 1990s, yet they're
likely to start paying off for long-term shareholders much sooner.
The mega-mergers of
AT&T and SBC to form the new AT&T (NYSE: T) and VERIZON (NYSE:
VZ)/MCI last year were approved far more quickly than previous mergers
attempted by SBC and Verizon, which were then much smaller companies.
And both deals are already rewarding shareholders, as AT&T's strong
fourth quarter earnings results attest.
Utility mergers as a
rule tend to work better than unions involving other industries for
several reasons. The companies have similar equipment, personnel and
customer issues, so it's relatively easy to combine operations. Also,
since the days of Samuel Insull--who played a key role early in the last
century making electricity ubiquitous--utilities have been all about
scale. The larger companies become, the more efficient they generally
become in raising capital, deploying resources, making purchases and
running assets.
Companies that own
several nuclear power plants can use the lessons learned at one nuke to
make the others in its fleet safer and more efficient. That was
impossible in prior decades when consortia typically held nukes, with
individual companies owning a partial share supposedly to limit their
financial risk. Today, a handful of utes own the vast majority of the
nation's nuclear plants, and the consolidation continues.
The fact that not one
union of regulated utilities has ever come apart is the clearest proof
that utility mergers work. Even deals between poorly managed companies
with a history of bad operating performance--such as the FirstEnergy
(NYSE: FE) union of the former GPU, OHIO EDISON and CENTERIOR
ENERGY--have invariably improved their operating performance. That
appears to be happening at FirstEnergy, less than four years after its
Davis Besse nuclear plant nearly melted down due to corrosion of a
container holding super-pressurized water.
This wave of strategic
deals looks well on the way to paying off for all concerned. As appears
to be the case with KeySpan/National Grid--and was the case with the
three other mega-mergers in the US power industry Duke/Cinergy, EXELON
(NYSE: EXC)/PUBLIC SERVICE ENTERPRISE (NYSE: PEG) and FPL GROUP (NYSE:
FPL)/CONSTELLATION (NYSE: CEG)--the premiums paid by acquirers are
small. That's disappointed some on Wall Street.
The Street also remains
rather sour on utility mergers in general.
Credit rater S&P
has routinely placed acquirers on its credit watch list and has not been
shy about cutting ratings if it perceives a company taking on too much
debt to do a deal. And it's been very slow to either remove a ute from
watch or restore a rating, even if a purchase vastly exceeds expected
performance. ONEOK (NYSE: OKE) saw its rating slashed from A- to BBB
over the past year due to its purchase of assets from KOCH INDUSTRIES.
But despite fourth quarter earnings showing the deal vastly exceeding
expectations, the raters have taken no positive action.
As a result, share
prices of merging companies may actually head south for a while after a
deal is announced. That was certainly the case with Verizon, which sank
from over 40 to under 30 following the announcement it was buying MCI.
Consequently, owners of
merging companies should actually expect some underperformance. The key
to these deals, however, is how they pay out over the long term. And the
outlook for all of the above deals remains very promising for dividend
growth and share price appreciation.
I plan to write more
about utility deals in an upcoming issue of Utility Forecaster. For now,
however, one low-risk potential takeover bet is ENERGYEAST (NYSE: EAS).
The company's electric wires and natural gas pipes network is very
complimentary to National Grid's, and in fact is adjacent to it in
several areas. It's also a well-run company that enjoys generally
favorable relations with regulators with a solid balance sheet and pays
a safe and growing dividend of nearly 5 percent.
EnergyEast has been a
recommendation in Utility Forecaster since January 2001, at the start of
the worst utility bear market in a generation. But it has nonetheless
averaged double-digit annual returns throughout, weathering the bear
market and posting solid gains afterward. BUY ENERGYEAST UP TO 26.
As for the broad
utility market, my advice is to be very selective with what you buy and
hold. Sell any utilities with earnings growth less than 5 percent and
which yield less than 4 percent. You'd do much better in a money market
fund. The March Utility Forecaster has a list of other sells.
Interest rates remain
restrained, but there's always the possibility we'll see a spike that
will drive down prices. That's the time when you'll want to be buying.
Until then, stick only to stocks trading below my target prices.