Kansas regulators say utility merger application insufficient

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? Kansas utility regulators said Tuesday that they may be compelled to reject Great Plains Energy’s proposed $12.2 billion buyout of Topeka-based Westar Energy if the two companies don’t provide more detailed information about the purchase price.

Officials at Great Plains, however, said they were not troubled by the order and vowed to provide all the information that the Kansas Corporation Commission requires in order to complete the merger on schedule in the spring of 2017.

The KCC on Tuesday issued an order that gives staff at the agency and the Citizens Utility Ratepayers Board, an agency that represents consumers and small businesses in utility cases, 15 days in which either one or both could file a motion to reject the merger.

At issue is whether Great Plains, the parent company of Kansas City Power and Light, has explained in sufficient detail why it is offering to buy Westar at a price estimated at more than $5 billion above Westar’s book value.

Great Plains and Westar announced the proposed merger in May, and in August the KCC issued an order reiterating the standards by which it would review the case.

Those standards were essentially the same standards that KCC set out in an earlier merger proposal in the late 1990s, when KCPL proposed to buy the company then called Western Resources, the forerunner to Westar.

One of those standards was “whether there are operational synergies that justify payment of a premium in excess of book value.”

That earlier deal never went through, however, because the companies eventually withdrew the application. And when they filed the new application this year, Great Plains officials said they modeled the application and supporting testimony around the previous standards.

But staff at the KCC and CURB objected, saying that in the new application the companies left out the words “in excess of book value” when explaining the negotiated purchase price.

Great Plains argued in a response that it was merely paraphrasing the review standards, but KCC staff and CURB suggested that the utilities were trying to lower the standard of review. And in Tuesday’s order, the three-member commission said it agreed.

“The Commission disagrees with the (companies’) characterization that they merely paraphrased the merger standards and advises the (companies) that if their joint application and supporting testimony do not conform to the merger standards, the Commission will be compelled to deny the Joint Application,” the order stated.

Although the utilities have declined to file an amended application as KCC staff and CURB suggested, KCPL spokesman Chuck Caisley said the companies do not dispute the review standards for the merger and will provide whatever information is needed.

“If the parties and the commission think we have not met our burden, we absolutely would address that,” he said. “We think this is just part of the process.”