Algonquin Power & Utilities Corp. to Acquire The Empire District Electric Company Conference Call
Feb 11, 2016 AM EST
AQN.TO - Algonquin Power & Utilities Corp
Algonquin Power & Utilities Corp. to Acquire The Empire District Electric Company Conference Call
Feb 11, 2016 / 06:00PM GMT
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Corporate Participants
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* Dale Harrington
Empire District Electric - Secretary and Director of IR
* Brad Beecher
Empire District Electric - President and CEO
* Ian Robertson
Algonquin Power & Utilities Corp. - CEO
* Laurie Delano
Empire District Electric - VP of Finance and CFO
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Conference Call Participants
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* Brian Russo
Ladenburg Thalmann - Analyst
* Paul Ridzon
KeyBanc Capital Markets - Analyst
* Paul Zimbardo
UBS - Analyst
* Tim Winter
Gabelli & Co. - Analyst
* Paul Patterson
Glenrock Associates - Analyst
* Michael Rhodes
- Private Investor
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Presentation
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Operator [1]
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Good afternoon. Welcome to the Empire District Electric Company analyst conference call and webcast.
(Operator Instructions)
Please note this event is being recorded. I would now like to turn the conference over to Mr. Dale Harrington, Secretary and Director of Investor Relations. Please go ahead.
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Dale Harrington, Empire District Electric - Secretary and Director of IR [2]
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Thank you, and good afternoon, everyone. Welcome to today's conference call where we will be discussing Algonquin Power & Utilities Corp.'s acquisition of Empire.
Our joint press releases announcing the transaction were issued Tuesday of this week. Our press release and a live webcast of this call including our accompanying slide presentation are available on our website at www.EmpireDistrict.com. A replay of the call will be available on our website through February 18 of 2016.
I'm pleased to have Brad Beecher, Empire's President and Chief Executive Officer; and Ian Robertson, Chief Executive Officer of Algonquin Power & Utilities Corp. who will be participating on today's call. Also in the room with us is Laurie Delano, our Vice President of Finance and Chief Financial Officer.
In a few moments Brad and Ian will be providing an overview of the transaction, but before we begin let me inform you that our discussion today includes forward-looking statements and the use of non-GAAP financial measures. Slide 2 of our accompanying slide deck presents a list of some of the risks and other factors that could affect the proposed transaction.
Additional risks and uncertainties will be discussed in a proxy statement and other materials that we will file with the SEC in connection with this proposed transaction. I will caution you that these lists are not exhaustive and that statements made in our discussion today are subject to risks and uncertainties that are difficult to predict. Our SEC filings are of course available upon request or may be obtained from our website or from the SEC.
With that I will turn the call over to our CEO, Brad Beecher.
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Brad Beecher, Empire District Electric - President and CEO [3]
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Good afternoon, everyone. Thank you for joining us. As I'm sure you are all aware, on Tuesday of this week both Empire and Algonquin announced a subsidiary of Liberty Utilities Company, which is Algonquin's wholly-owned regulated utility business, has entered into an agreement and plan of merger pursuant to which Liberty Utilities will indirectly acquire Empire and its subsidiaries.
Empire shareholders will receive $34 per common share in cash upon closing of the merger. The aggregate purchase price of approximately $2.4 billion includes the assumption of approximately $0.9 billion of Empire's debt. The purchase price represents a 50% premium to the unaffected closing stock price of $22.65 on December 10, 2015.
We are pleased that we're able to secure a transaction that will not only benefit our shareholders but our employees, customers and communities. This transaction builds on Empire's financial strength and operating expertise.
On slide 3 of your slide deck, we provide some of the key factors of this transaction, a few of which I have already mentioned. The $34 purchase price representing a 50% premium to the December 10 unaffected closing price and a 21% premium to Tuesday's closing share price.
Joplin will be the headquarters for Liberty Utilities Central region or the Liberty Central operations. Liberty Central will be a subsidiary of Liberty Utilities, which will cover utility operations in Arkansas, Iowa, Illinois, Kansas, Missouri, Oklahoma, Texas serving approximately 338,000 customers after the close of the transaction.
Empire senior leadership will lead the Liberty Central regional operations. I will assume the role of President and CEO of Liberty Central upon closing of the transaction. Liberty and Algonquin are committed to retaining Empire employees. The Empire brand will be maintained for no less than five years after close. Current Empire rates will remain unaffected. Finally, the level of support and involvement Empire currently provides our local communities and charitable organizations will continue.
Most of you are familiar with Oakville, Ontario-based Algonquin. Their business model has been acquiring small regulated utilities and keeping them in place.
You may not be as familiar with Liberty Utilities. Liberty Utilities is Algonquin's US distribution group which operates regulated water, electric and natural gas utilities and currently serves around 560,000 customers in 11 states. Liberty Utilities employs about 1,450 individuals.
Liberty Central will become the largest operating segment of this group. Empire's addition will bring an additional 218,000 regulated electric, gas, and water customers and add around 750 employees.
As you can see on slide 4, Empire's addition is very complementary to Liberty's existing presence in the central region. Expected benefits to Algonquin and Empire's strategic alignment, to name just a few, include increased scale and growth opportunities across Algonquin's business units, increased operating efficiencies and additional depth and management of its mid-states operations.
As was communicated in our joint press release Tuesday, the closing of this transaction is subject to approval of Empire's common shareholders and certain state and federal regulatory and government agencies. We have laid out a timeline for the various approvals needed on slide 5.
Keep in mind during this time period Empire is also prosecuting a general rate case in Missouri to recover, among other items, the cost of our Riverton 12 combined cycle conversion. During the next couple of months we will begin regulatory filings in Missouri, Kansas, Oklahoma and Arkansas as well as FERC and a few other regulatory agencies seeking approval of the transaction. Regulatory approvals can take from 9 to 18 months to secure; however, we have targeted and expect closing time in the first quarter of 2017.
Each of our state regulatory commission applies slightly different criteria to the review and subsequent approval or disapproval of merger and acquisition transactions. The overriding standard for approval of merger transactions in Missouri, Oklahoma and Arkansas requires that such a transaction is not detrimental to customers or is in the public interest. The state of Kansas applies a net benefit standard in reviewing and approving merger transactions.
On the shareholder side, a proxy statement describing the transaction in greater detail and recommending shareholders vote in favor of the merger will be filed with the SEC in approximately 60 days. A shareholder vote will follow shortly thereafter. Once all approvals are in place, a closing date will be established and Empire shares will be purchased at $34 per share on that date. We expect to continue to pay our regular dividend, currently $1.04 per share on an annualized basis, until such time as the acquisition closes.
I would now like to introduce Ian Robertson, CEO of Algonquin Power & Utilities Corp., for some additional remarks from Algonquin.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [4]
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Brad, thanks very much. I appreciate the opportunity to join your earnings call. Just for reference, I'm going to speak to slide 6 in that slide deck.
In summary, Algonquin is obviously thrilled to be adding such a well-run quality set of assets to the Liberty Utilities family. As we've spent time today speaking to all of the Empire District company employees it feels as much like we are adding Liberty Utilities to Empire as much as adding Empire to Liberty Utilities. There's obviously a great deal of alignment between our two businesses, our approach to running our regulated distribution businesses are eerily similar.
On slide 6, I guess I can confirm that Algonquin and Liberty Utilities have been through the regulatory process in Missouri, in Arkansas. We are active in both those states now and have been in Missouri since 2005. I think we are highly confident we understand that the standards that Brad just articulated in terms of the approval process.
The bottom part of that slide sets out the thesis behind Liberty Utilities Central region, and unto itself, we think that Liberty Utilities Central will enjoy greater economies of scale, purchasing power, the ability to deliver customer care perhaps better than Liberty Utilities and Empire District could do on their own.
We're obviously optimistic about the prospects for Liberty Utilities Central.
I guess in summary, Brad, I would say that we obviously believe that the combination with Empire makes a lot of sense and we are obviously optimistic about what the future holds for our two organizations. Brad?
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Brad Beecher, Empire District Electric - President and CEO [5]
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Thank you, Ian. We believe we have found a partner who shares our values, is dedicated to continuing to serve our customers and communities at a high level and is committed to maintaining a strong working relationship that we've developed with the regulatory agencies.
So now we will get to probably the most important part of this call and that is I will turn it back over to the operator for your questions.
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Questions and Answers
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Operator [1]
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Thank you. We will now begin the question-and-answer session.
(Operator Instructions)
Brian Russo, Ladenburg Thalmann.
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Brad Beecher, Empire District Electric - President and CEO [2]
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Hello, Brian.
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Brian Russo, Ladenburg Thalmann - Analyst [3]
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I'm just curious, based on the implied enterprise value to EBITDA of 9.2, you can almost back into what the APUC assumed EBITDA is for Empire in 2017. And it sort of implies, correct me if I'm wrong, but that you can earn pretty close to your allowed ROE. My question is, is that the result of greater scale and scope and the operating efficiencies or is that tied to pending Missouri legislation to reduce lags? I want to get your thoughts on that.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [4]
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Sure. It's Ian Robertson speaking. Obviously, as we have thought about the business, thought about Empire, they're obviously fresh into a rate case which we think we'll get settled up sometime this year and we are hoping that that rate case get settled up through -- in advance of the merger.
We look at 2017 basically as the fresh year off of that rate case. We think as we look forward with the obvious savings to Empire of not having to be a public company, which clearly there is some obvious savings there, we think about the business combination with Liberty Utilities. I think perhaps we have attributed all of those benefits to Empire in the context of that 9.2 times EV to EBITDA. But that is the basis on which that number is premised.
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Brad Beecher, Empire District Electric - President and CEO [5]
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Brian, this is Brad. I will just add that 2017 is very similar to 2014 at Empire. It's a year where we get a year of rate case prop -- full year of rate case benefits without the drag of a big capital project dragging us with depreciation. In that respect, 2017 is very similar to 2014 where we did come closer to earning our allowed ROE.
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Brian Russo, Ladenburg Thalmann - Analyst [6]
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Okay. Great. Brad, maybe you could characterize the strategic review process? Were there a handful of interested parties or was this just kind of discussions between you and Liberty given your history together and the complementary footprint?
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Brad Beecher, Empire District Electric - President and CEO [7]
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After our October Board meeting, our Board set out on a strategic exercise to determine the value of the Company, and post the December 10 leak, we embarked on what I would describe as a pretty typical process where we had interested parties. So a pretty typical phase I, phase II type process. We filled data rooms. We asked questions. We made management presentations. So a pretty typical process. And it was initiated by our Board.
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Brian Russo, Ladenburg Thalmann - Analyst [8]
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Okay. And why was the process initiated by the Board? What motivated you to pursue strategic alternatives?
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Brad Beecher, Empire District Electric - President and CEO [9]
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We've talked -- there isn't any one single silver bullet that says why we pursued this. We have all talked about Empire's size through the years at 218,000 customers, if you looked at the whole scale of the electric IOU universe we were in the bottom one, or two, or three in size. And that gives us some challenges with scale. It gives us challenges with geographic diversity.
When we have storms like the Joplin tornado come through we just don't have that many other places to spread things across. We have geographic risk with weather when we have mild winters like we had in the fourth quarter. We've got challenges, quite frankly, ahead of us as we look at Clean Power Plan and how we are going to run coal less and how do we replace it with renewable assets. This is a place where Algonquin's other competency, the other side of their firm, can really help us as we try to develop a least cost plan for customers as really we burn less coal as we go in the future. It was really a combination of all those things that led our Board to pursue and look at this kind of alternative.
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Brian Russo, Ladenburg Thalmann - Analyst [10]
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Okay. And just curious, in Missouri -- and the rate making process with, maybe, Liberty Utilities, does the -- is the rate making process based on the cap structure of the subsidiary or based on the cap structure of the parent.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [11]
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It's Ian Robertson speaking. In general, Missouri is one of the states that applies a look through approach. They generally look up to the next rated entity and so in our case I think our belief is that they will look through to the Liberty Utilities rated entity which is about a 50-50 debt to total cap -- or 50-50 debt to equity capitalized entity.
I think you don't really get much OpCo/HoldCo benefit in Missouri. That's just the way that they -- from a rate making perspective. That's how we thought of the world going forward. That's how our expectation is that the MPSC will be viewing Empire going forward.
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Brian Russo, Ladenburg Thalmann - Analyst [12]
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Got it. Okay. And then just lastly on slide 6 when we look at the pro forma Liberty footprint, west, central, east and think about future growth opportunities. Is there any one region that you think you might be more opportunistic than others?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [13]
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No. I think we obviously look at the -- there's three or four factors that go into our thoughts as we think about any particular utility. We obviously want to be in regulatorily constructive environments. We want to have -- be in environments that have social economic dynamics that are positive.
We want to have regions in which the Liberty Utilities brand will resonate. But I'm saying I think we are probably a little bit agnostic as to -- for us to be able to say, oh, gosh, we've got to invest in Nevada. We are absolutely committed -- I will point out we are absolutely committed to continuing to fully fund the cap needs of all of our existing utilities and there are no losers or winners in the Liberty Utilities family when it comes to capital. But I'm not sure I could go as far as to say, oh, gosh, we are going to chase that Nevada utility to the exclusion of any of the other particular regions.
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Brian Russo, Ladenburg Thalmann - Analyst [14]
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Great. Thank you very much.
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Brad Beecher, Empire District Electric - President and CEO [15]
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Thank you, Brian. Talk to you soon.
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Operator [16]
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Paul Ridzon, KeyBanc.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [17]
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Good afternoon and congratulations.
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Brad Beecher, Empire District Electric - President and CEO [18]
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Thank you, Paul. How are you.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [19]
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Well, thank you. Can you just review the extent to which you may have vetted this transaction with the four regulators?
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Brad Beecher, Empire District Electric - President and CEO [20]
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We have not vetted the specifics of this transaction with any of our regulators. Ian and I and Kelly Walters traversed to Jeff City yesterday and met with the staff and Chairman of the Commission and outlined really the press release. But we are really constrained by what we can tell regulators until we file our merger application so that will be next.
We also had conference calls with the Arkansas staff and we're working on trips to both Topeka and Oklahoma City tomorrow.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [21]
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It's Ian Robertson speaking. Maybe just to add to that, it is very nice to have gone into -- have met with the regulators and to have a regulatory history both in Missouri and in Arkansas. So it's not like we are having to introduce who Liberty Utilities is or, Lord knows, Brad having to introduce who Empire is. We think of it as two known quantities sitting across the table from a regulator with which we have dealt with for a decade and which, obviously, Empire has dealt with for multiples of decades. It was a comforting feeling from my perspective.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [22]
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Ian, could you give a description of how you view your relationship with the regulators?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [23]
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Well, it's obviously -- it's different in different states. In states -- most states we very much strive to have a constructive relationship. We are in to see the regulator on a regular basis.
But in some respects, it's the regulator that sets the tone in terms of how much involvement and how open that dialogue is. Some states are quite different than others. We are trying to be responsive and reflective of that. We strive for constructiveness, but as I said, in some respects it's up to the regulator in terms of how much they're prepared to accept.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [24]
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Okay. Thank you very much.
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Operator [25]
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Paul Zimbardo, UBS.
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Paul Zimbardo, UBS - Analyst [26]
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Good afternoon and congratulations.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [27]
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Thank you, Paul.
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Paul Zimbardo, UBS - Analyst [28]
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First question just on the transaction approval timeline. Just hoping you can comment on specifically Missouri in terms of if there's risk there between your rate case, the merger application, Ameren's filed that they might potentially have a rate case, do you think there's enough bandwidth for the timeline?
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Brad Beecher, Empire District Electric - President and CEO [29]
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First, it's our belief that the revenue requirement in our rate case will not in any way overlap with our merger application.
Our rate case hearings are already set. We use a historical test year in Missouri, as you know. So we would expect there's not -- while there will be questions in the rate case, we really don't think there will be any impact on the revenue requirement.
Obviously there's staff constraints at both Missouri staff and then also our own and Algonquin's own as we try to do this four times at once, as we do it in Arkansas, Kansas, Oklahoma and Missouri. We think that 12 month timeframe is a pretty good estimate of where we could land when we get through.
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Paul Zimbardo, UBS - Analyst [30]
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Okay. Great. And then a follow-up, looking at the slides that went out with Algonquin's presentation, it looks like CapEx moved around a little bit out in the later years. Hoping you can give a little more detail on what that pickup in regulated generation is in 2019, and also, I know you commented previously that you didn't see much of an impact from bonus in the early years -- bonus depreciation that is, but if you could quantify what that is once you go out a little bit further? Thank you.
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Brad Beecher, Empire District Electric - President and CEO [31]
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I don't have Algonquin's slides in front of me. But I can tell you our CapEx is as it was reported in our 10-Q from October. There might be some difference maybe between how they are doing net salvage or --
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Laurie Delano, Empire District Electric - VP of Finance and CFO [32]
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Yes, the cash for the retirement might have changed a little bit, but really no significant change from what we published in October.
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Paul Zimbardo, UBS - Analyst [33]
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Okay. I think it was more just it called out generation versus distribution and there was a step up in the generation component in 2019.
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Laurie Delano, Empire District Electric - VP of Finance and CFO [34]
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Oh, okay. I think I know what you're talking about. I think in our filings we didn't have it separated that way so we got more visibility to what the pieces were in (multiple speakers)
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [35]
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And to be frank we might have, I'll say, interpreting it into our slides. I don't want to say taken Liberty's because at the end of the day, to be frank, we are a little bit agnostic as to whether it's distribution or generation related capital. If our slide -- the split between them is a little bit off, I think it's really about what is the total quantum, to be frank.
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Paul Zimbardo, UBS - Analyst [36]
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Sure. Just curious if that's to meet new load, retirements that kind of color? Not to nail you down on the number.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [37]
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Yes, and as I said, it might have been interpretive from our perspective in terms of those various bits and pieces, but we are confident that it's really about total CapEx from our point of view.
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Paul Zimbardo, UBS - Analyst [38]
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Okay. Great. Thank you and congratulations again.
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Brad Beecher, Empire District Electric - President and CEO [39]
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Thank you, Paul.
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Operator [40]
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Tim Winter, Gabelli & Co.
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Tim Winter, Gabelli & Co. - Analyst [41]
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Good morning, guys, and Brad and Laurie, congratulations. Good to see you will keep the Empire name for at least five years.
I wanted to just ask a question on the subject of the EBITDA growth in 2017 for Empire and potential synergies that you guys talked about. What specifically does Liberty own in Missouri as far as electric, gas, water or what sort of rate base and what sort of ROEs are they earning?
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Brad Beecher, Empire District Electric - President and CEO [42]
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Liberty bought the Atmos properties I believe in 2012 in Missouri. So they -- out of Jackson, Missouri, which is just north of Cape Girardeau, they operate really those Atmos properties. There are about 55,000 Liberty Utility's gas customers in Missouri, but they butt up next to 22,000 Liberty gas customers in Iowa and about 4,000 in Illinois -- or switch them around 22,000 in Illinois and 4,000 in Iowa.
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Tim Winter, Gabelli & Co. - Analyst [43]
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Okay, so it's all gas customers?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [44]
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No, in addition, it's Ian speaking, we own a number of small water utilities in and around the Branson and Lake of the Ozarks area serving towns like Noel. So we're in the water and gas business. We don't have any electric operations in Missouri or Arkansas. It's all water and gas.
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Tim Winter, Gabelli & Co. - Analyst [45]
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Okay. Great. Did the Clean Power Plan have any influence on the decision to go with Algonquin? Is there any benefit for the combination?
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Brad Beecher, Empire District Electric - President and CEO [46]
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I listed off a litany of reasons and it was not an all inclusive list of reasons that our Board pursued this kind of strategic transaction. Certainly environmental compliance is one of the things that we considered. But, no, it was not a determining factor in choosing Algonquin.
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Tim Winter, Gabelli & Co. - Analyst [47]
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Okay. Thank you and congratulations again, Brad.
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Brad Beecher, Empire District Electric - President and CEO [48]
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Thank you.
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Operator [49]
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Paul Patterson, Glenrock Associates.
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Brad Beecher, Empire District Electric - President and CEO [50]
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Hello, Paul.
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Operator [51]
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Mr. Patterson, are you on the line?
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Paul Patterson, Glenrock Associates - Analyst [52]
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Can you hear me?
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Brad Beecher, Empire District Electric - President and CEO [53]
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We've got you now, Paul.
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Paul Patterson, Glenrock Associates - Analyst [54]
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Sorry about that. Congratulations and good afternoon. I just want to follow up quickly on some of Brian's questions. In terms of the -- first of all, before that -- I'm sorry if I missed this. How is the equity -- the acquisition of Empire District Electric's equity being financed?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [55]
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From Algonquin's perspective, we completed a $1.0 billion convertible debenture -- mandatorily convertible into equity debenture on contemporaneously with the signing of the merger agreement on Tuesday night. That offering, to our knowledge, is actually -- was fully subscribed actually with the exercise of the 15% greenshoe, that's to our knowledge. So the equity part from our perspective of the investment is well taken care of.
The balance of it would be a laddering of likely US private placement bonds with maturities kind of tied to fit into the maturity ladder of the existing Empire District debt financings and so it would be a combination of 5, 10, 15, 20, maybe some 30-year bonds. The equity part has been taken care of. The debt financing obviously will take place closer to our transaction close.
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Paul Patterson, Glenrock Associates - Analyst [56]
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Okay, and will the debt be at the Liberty level or will it be at some mezzanine -- where will the debt reside?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [57]
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It will reside at the Liberty level. We have a bond platform at the Liberty level, but to be frank and as I mentioned earlier, Missouri is what we call a look through jurisdiction. So I'm not sure it really matters because from a consolidated leverage perspective, Missouri looks at the next rated entity which in this case would be Liberty Utilities Co.
So we would take advantage of the synergies and economies of our existing bond platform. It's done very well for us and I think we've been pleased with the results of it. I would expect that that bond financing will take place at the Liberty Co. level.
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Paul Patterson, Glenrock Associates - Analyst [58]
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Okay. And then the 50-50 debt equity, that is without -- that's basically -- is there a component of goodwill to that or -- how much goodwill, I guess, is there at Liberty?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [59]
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I guess it's a -- post the transaction, the goodwill that exists on Empire's books comes off and the goodwill from our perspective goes on. I think from -- to my knowledge and recollection, at the end of it there's about $600 million collectively of goodwill that will exist -- maybe $650 million, exist on Liberty's books after the transaction.
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Paul Patterson, Glenrock Associates - Analyst [60]
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Okay, and that's part of the calculation for 50-50 debt equity, correct?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [61]
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Sure. Sure.
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Paul Patterson, Glenrock Associates - Analyst [62]
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Okay. The rest of my questions have been asked and answered. Thanks so much and congratulations again.
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Brad Beecher, Empire District Electric - President and CEO [63]
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Thanks, Paul.
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Operator [64]
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Michael Rhodes, Private Investor
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Michael Rhodes, - Private Investor [65]
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Good afternoon. I represent a small group of Empire retirees and the question that is buzzing around the coffee tables with these individuals is will there be changes to the retiree pension and health benefit plan under the merger?
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [66]
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Michael, it's a timely question and one that -- actually we met with a group of the retirees yesterday for lunch. The unequivocal answer which we gave to them yesterday and which I will repeat today is that, no, we are committed to maintaining -- obviously the pension goes without saying. It's governed under a federal legislation, but the retiree medical and benefit program is something which was institutionalized within the regulatory jurisdiction here in Missouri with a tracker mechanism and so while we confirmed to those retirees that life would certainly continue on because we were contractually committed to it for the next three years.
Given the regulatory constructs here in Missouri there was no reason for them to change that post the three years. So we provided that answer yesterday and hopefully it's as satisfactory to you today as it was to the retirees we spoke to yesterday.
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Michael Rhodes, - Private Investor [67]
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Thank you very much. Appreciate the answer.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [68]
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Thanks, Michael.
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Operator [69]
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(Operator Instructions)
Paul Ridzon, KeyBanc.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [70]
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Brad, there was some press releases about a different offer from across the pond. Is there a go-shop provision in your agreement or how have you dealt with that?
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Brad Beecher, Empire District Electric - President and CEO [71]
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There is a go-shop provision in the agreement.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [72]
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Can you describe it?
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Brad Beecher, Empire District Electric - President and CEO [73]
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The entire merger agreement is filed with the -- on the SEC website. So I would suggest you go read it yourself.
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Ian Robertson, Algonquin Power & Utilities Corp. - CEO [74]
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It's pretty conventional. We obviously respect all the fiduciary outs that the Board has -- it's Ian speaking, but agreed, certainly in detail we've posted it on the web.
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Paul Ridzon, KeyBanc Capital Markets - Analyst [75]
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Thank you very much, again.
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Brad Beecher, Empire District Electric - President and CEO [76]
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Thanks, Paul.
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Operator [77]
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This concludes our question and answer session. I would now like to turn the conference back over to Mr. Brad Beecher for closing remarks.
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Brad Beecher, Empire District Electric - President and CEO [78]
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Thank you. In closing we will work diligently with Algonquin, our state regulatory commissions as well as our federal and other governing bodies to ensure a successful and timely closing of this transaction. We will continue to serve our customers with the high level of professionalism and integrity they have come to know and expect from Empire. Thank you for your time today and enjoy the rest of your week.
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Operator [79]
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The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your line.
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