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Summary CNL offers an escape from market volatility. It also offers a double digit arbitrage yield. Here is why I own it and you might want to, too. Safety first! Deal Target Description Cleco (NYSE: CNL ) is a public utility holding company with subsidiaries that provide retail and wholesale electricity in Louisiana and Mississippi. It owns natural gas pipelines and interconnections at all generating facilities. Deal Terms On October 20, 2014, CNL announced a definitive deal to be bought by a group led by Macquarie Infrastructure and Real Assets/MIRA and British Columbia Investment Management Corporation/bcIMC, along with John Hancock Financial and others for $55.37 per share in cash. Deal Financing The deal is not conditioned upon the receipt of financing. The target is working with Goldman Sachs (NYSE: GS ) on the deal. Deal Conditions The deal is subject to normal closing conditions, including the approval of CNL shareholders, the approvals of the Louisiana Public Service Commission/LPSC and the Federal Energy Regulatory Commission/FERC, and HSR antitrust clearance. Deal Price There is currently a net spread of about $1.63 which works out to an 11% annual return if the deal closes around early December 2015 as anticipated. The deal price was at a 15% premium to CNL’s previous market price. Deal History Bruce Williamson, CNL’s CEO, is a money maker and a deal guy. So after he was named CEO in 2011, deal speculation started to build. His stock price appreciated by about 30% in his first thirty months in command. Then he began to look to sell. He has a generous package in a change of control. He gets three times his base and bonus in a deal. This was my favorite utility takeover candidate for 2014. By April 2014, Williamson definitively decided to sell. By June, he had hired GS to manage the sale process. Once the LPSC approved CNL’s formula rate plan, there was strong interest in the company from potential buyers. CNL holders approved the deal in February 2015. CFIUS cleared the deal in June 2015. FERC approved the deal in July. The FCC has approved the requisite license transfers. HSR approval was secured. The gating regulatory approval remains LPSC clearance which is expected in the fourth quarter. The hearings are scheduled for November 9-13, 2015. Deal Alternatives If the current deal falls through, alternative buyers for CNL would include American Electric Power (NYSE: AEP ), NextEra (NYSE: NEE ), CenterPoint (NYSE: CNP ), and Iberdrola SA ( OTCPK:IBDRY ). Merger Agreement Specific Performance: The parties agree that irreparable damage may occur and that the parties may not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, subject to Section 8.11(b) , in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the necessity of posting bonds or similar undertakings in connection therewith, this being in addition to any other remedy which may be available to such non-breaching party at law or in equity, including monetary damages. Material adverse effect on the Company means any change, effect, event, occurrence, development or state of facts (I) that is materially adverse to the business, financial condition, assets, liabilities, results of operations or properties of the Company and its subsidiaries, taken as a whole, but excluding any of the foregoing to the extent resulting from changes in international or national political or regulatory conditions generally (in each case, to the extent not disproportionately affecting the Company and its subsidiaries, taken as a whole, as compared to similarly situated persons), changes in the economy or the financial, commodities or securities markets in the United States or elsewhere in the world or the industry or industries in which the Company or any of its subsidiaries operates (in each case, to the extent not disproportionately affecting the Company and its subsidiaries, taken as a whole, as compared to similarly situated persons), changes or developments in national or regional wholesale or retail markets for electric power, capacity or fuel or related products (in each case, to the extent not disproportionately affecting the Company and its subsidiaries, taken as a whole, as compared to similarly situated persons), changes or developments in natural or regional electric transmission or distribution systems (in each case, to the extent not disproportionately affecting the Company and its subsidiaries, taken as a whole, as compared to similarly situated persons), any changes in law or GAAP or interpretations thereof (in each case, to the extent not disproportionately affecting the Company and its subsidiaries, taken as a whole, as compared to similarly situated persons), any weather-related or other force majeure event or outbreak or escalation of hostilities or acts of war or terrorism (in each case, to the extent not disproportionately affecting the Company and its subsidiaries, taken as a whole, as compared to similarly situated persons), the failure in and of itself of such person to meet any internal or published projections, forecasts or revenues predictions, provided that the exception in this clause (G) shall not prevent or otherwise affect a determination that any change, effect, event, occurrence, development or state of facts underlying such failure has resulted in, or contributed to, a material adverse effect on the Company, the negotiation, execution or announcement of, or compliance with, this Agreement in accordance with the terms hereof (including any adverse changes in the relationship of the Company or its subsidiaries with its employees, independent contractors, customers or suppliers resulting directly therefrom), provided that the exception in this clause (H) shall not apply to the representations and warranties contained in Section 3.01(d) to the extent that the negotiation, execution or announcement of, or compliance with, this Agreement would result in a breach or inaccuracy of the representations and warranties set forth in Section 3.01(d), or any taking of any action by the Company or its subsidiaries at the express written request of Parent, or (ii) that would prevent or materially delay the Company from performing its obligations under this Agreement or consummating the transactions contemplated hereby. Conclusion CNL offers a compelling long opportunity to capture a safe double digit annual return for the remainder of 2015. Disclosure: I am/we are long CNL. (More…) I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article. Additional disclosure: Chris DeMuth Jr is a portfolio manager at Rangeley Capital. Rangeley invests with a margin of safety by buying securities at deep discounts to their intrinsic value and unlocking that value through corporate events. In order to maximize total returns for our investors, we reserve the right to make investment decisions regarding any security without further notification except where such notification is required by law. Scalper1 News
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