Duke Energy Corporation (holding Company) · NYSE:DUK
Duke Energy Corporation (holding Company) — Merger or Acquisition (October 2015)
20 slides from Duke Energy Corporation (holding Company)'s merger presentation, Oct 26, 2015
Slide 1: Safe Harbor
Safe Harbor Safe Harbor statement This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management’s beliefs and assumptions. These forward-look
Slide 2: Safe Harbor (cont'd): Additional Information and Where to Find It
Safe Harbor (cont’d) Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the merger of Piedmont Natural Gas into Duke Energy. In connection with the merger, Piedmont Natural Gas intends to file relevant materials with the SEC, includ
Slide 3: Safe Harbor (cont'd): Participants in the Merger Solicitation
Safe Harbor (cont’d) Participants in the Merger Solicitation Duke Energy, Piedmont Natural Gas and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Duke Ene
Slide 4: Topics for today's call
Topics for today’s call 5 | Duke Energy to Acquire Piedmont Natural Gas Steve Young, Duke Energy CFO Financial Considerations Required Approvals and Timeline Tom Skains, Piedmont Natural Gas Chairman, President & CEO Strategic Rationale for Piedmont Natural Gas Lynn Good, Duke Energy President & CEO
Slide 5: Transaction overview
Transaction overview operations under the Piedmont Natural Gas name 6 | Duke Energy to Acquire Piedmont Natural Gas Key Terms Purchase Price •$60.00 per share cash transaction, representing an approximate 40% premium to October 23, 2015, closing price •Transaction purchase price of $4.9 billion; ent
Slide 6: Piedmont Natural Gas overview
Piedmont Natural Gas overview Preeminent U.S. gas LDC, serving over 1 million gas customers in North Carolina, South Carolina and Tennessee –90% residential; 9% commercial; 1% industrial/other –Strong earnings growth driven by customer growth (between 1.6% to 2.0%) and system integrity improvements
Slide 7: Compelling strategic rationale for Duke Energy
Compelling strategic rationale for Duke Energy Establishes a valuable natural gas infrastructure platform, with strong growth opportunities Enhances our capabilities to provide safe, reliable energy solutions and world-class customer service Combines two companies customers we serve that are fully d
Slide 8: Compelling strategic rationale for Piedmont Natural Gas
Compelling strategic rationale for Piedmont Natural Gas Delivers compelling value to Piedmont’s shareholders Expands platform for future natural gas growth beyond collective Carolina, South Carolina, Tennessee, Ohio and Kentucky markets North Consolidates critical natural gas and power infrastructur
Slide 9: Strong financial benefits of Piedmont Natural Gas acquisition
Strong financial benefits of Piedmont Natural Gas acquisition Transaction supports Duke Energy’s financial objectives – Accretive to Duke Energy’s stand-alone adjusted earnings per share (EPS) in first full year after closing (2017) Duke Energy’s Long-Term Financial Objectives – Enhances Duke Energy
Slide 10: Strong financial benefits of Piedmont Natural Gas acquisition (cont'd)
Strong financial benefits of Piedmont Natural Gas acquisition (cont’d) Transaction supports Duke Energy’s financial objectives (cont’d) – Enhanced regulated cash flows supports Duke Energy’s dividend policy Duke Energy’s Long-Term Financial Objectives Growth in future annual dividends at a rate in l
Slide 11: Purchase price funding
Purchase price funding Strength of balance sheet allows flexibility in financing $4.9 billion purchase price – Debt: majority of purchase price to be funded with new Holding Company debt issuances Equity: will issue between $500 - $750 million in equity Other cash flow sources to reduce funding requ
Slide 12: Indicative timeline to close and regulatory approvals
Indicative timeline to close and regulatory approvals statement * Notice to be filed in South Carolina and Tennessee; we will work collaboratively with each state regulator 13 | Duke Energy to Acquire Piedmont Natural Gas Targeting to close transaction by end of 2016 Piedmont to file proxy Transacti
Slide 13: Transaction highlights
Transaction highlights Compelling strategic transaction, establishing scale and a platform future expansion opportunities in natural gas for Ability to provide a complete offering of safe, reliable energy solutions and world-class customer service Expands regulated business mix in attractive jurisdi
Slide 14: Appendix materials
15 | Duke Energy to Acquire Piedmont Natural Gas Appendix materials
Slide 15: Piedmont Natural Gas overview
Piedmont Natural Gas overview in SouthStar Energy Services 9% of consolidated earnings 4% of consolidated earnings Hardy Storage, Pine Needle LNG 25% 7% Constitution Pipeline, targeted $672 $660 $640 $515 CEO Thomas E. Skains 2011 2012 2013 2014 2015F 2016F 2017F Customer Growth & Other Utility Cap-
Slide 16: Piedmont Natural Gas customer growth-oriented strategy
Piedmont Natural Gas customer growth-oriented strategy Operating, safety and financial fundamentals support above national average customer growth at Piedmont Natural Gas Ranked 8th nationally (Top 10%) in JD Power overall satisfaction in 2015 Ranked 4th nationally (Top 5%) in JD Power Field Custome
Slide 17: Piedmont Natural Gas regulatory overview
Piedmont Natural Gas regulatory overview 18 | Duke Energy to Acquire Piedmont Natural Gas Integrity Management Rider (IMR) Filings North Carolina South Carolina Tennessee Incremental Annual Margin $27 million N/A $6 million Effective Date Feb. 2015 N/A Jan. 2015 Base Rates North Carolina South Carol
Slide 18: Piedmont Natural Gas joint venture overview
Piedmont Natural Gas joint venture overview Subscription Project billion (1) (1) – Piedmont has an incremental investment opportunity of $190 million to redeliver ACP volumes to NC markets. 19 | Duke Energy to Acquire Piedmont Natural Gas Under Development JV’s Description Location Regulation Piedmo
Slide 19: Duke Energy
DUKE ENERGY® For additional information on Duke Energy, please visit: www.duke-energy.com/investors
Slide 20: Non-GAAP Reconciliations
Duke Energy Corporation Non-GAAP Reconciliations Duke Energy to Acquire Piedmont Natural Gas October 26, 2015 Today’s presentation materials and related website content include a discussion of Duke Energy’s assumption that the merger transaction is anticipated to be accretive in the first year after