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SCIENTECH IssueAlert, December 12, 2000
Powergen and LG&E Complete Merger
By: Will McNamara, Director, Electric Industry Analysis
===============================================================

Powergen of the United Kingdom and LG&E Energy Corp. of Louisville, Ky.,
have completed their merger and have formally begun joint operations. LG&E
will maintain its headquarters in Louisville, which will serve as the 
headquarters
for Powergen's North American operations. LG&E Energy's utility subsidiaries,
Louisville Gas & Electric and Kentucky Utilities Company, will continue
as separate subsidiary corporations with joint operations and with 
headquarters
in Louisville and Lexington, Ky., respectively.

ANALYSIS: Although referred to as a "merger," Powergen actually has acquired
LG&E, a strong utility based in the Midwest that remains focused on all
three core sectors of the electric utility business (generation, transmission
and distribution). Powergen, which generates about 14 percent of the 
electricity
used in England and Wales, is a company with clear intentions to expand
internationally. The company currently has electric and gas operations
in Europe, India, Asia and Australia. Together, the Powergen / LG&E 
combination
reportedly will have assets of nearly $14 billion and total revenues of
$9 billion, serving four million customers worldwide.

The partnership marks the third acquisition of a U.S. electric utility
by a foreign company, following ScottishPower's purchase of PacifiCorp
and National Grid's purchase of the New England Electric System (NEES),
both in 1999. It appears that with each subsequent foreign acquisition
of a U.S. utility, the regulatory hurdles needed to complete the deal have
become easier to pass.

Powergen's reasons for wanting to acquire assets in the United States arise
from needs similar to its U.K. counterparts. In the last ten years that
have elapsed since the privatization and subsequent deregulation of 
electricity
in the United Kingdom, the electric sector has become completely competitive
in all areas, including domestic customers. Just as in U.S. deregulation,
concerns about market power have restricted the domestic growth of U.K.
companies, which is compounded by the limited size of the U.K. energy market.
Consequently, companies like Powergen have developed unique skills both
in the United Kingdom and overseas so that they can expand scale through
opportunities abroad. Powergen had wanted for some time to penetrate the
U.S. market and evaluated potential partnerships with several energy companies
in this country, including Cinergy and Houston Industries (now Reliant),
which all fizzled.

LG&E is particularly appealing to Powergen because of the U.K. company's
desire to establish a strong presence in the Midwest market. LG&E should
be a good partner for Powergen, as the latter gains access to approximately
3.7 million customers. In addition, LG&E owns equity in and operates 
non-utility
power plants in six states as well as in Spain; owns interest in three
natural-gas distribution companies in Argentina; and owns CRC-Evans Pipeline
International, a provider of specialty equipment to the natural-gas and
oil pipeline construction industry. Altogether, LG&E's two utilities and
numerous unregulated businesses total about $5 billion in assets, which
should support any further expansion that Powergen might have in mind.
Perhaps Powergen's primary rationale for the acquisition is that the company
values LG&E's comparatively low-cost power production and high standards
regarding reliability and customer service.

Yesterday (Dec. 11) marked LG&E Energy's last day of trading on the New
York Stock Exchange. Shareholders on record should receive letters of 
transmittal
from Powergen's paying agent, Computershare Trust Company of New York,
containing instructions for submitting their stock certificate for the
agreed-upon cash payment of $24.85 per share. An additional payment of
25.276 per share will also be paid to LG&E Energy shareholders on record
as of Dec. 8.

Powergen reportedly paid about $3.2 billion for LG&E, and assumed an 
additional
$2.2 billion in LG&E debt. During the merger process, there was a lot of
speculation about how Powergen had financed the acquisition of LG&E, despite
its disclosure of divesting key assets*such as overseas interests, its
metering business and two U.K. power stations*to generate liquid capital.
During the course of the regulatory approvals needed for the acquisition,
Standard & Poor's kept Powergen's debt position under scrutiny, although
its increased market potential and divestitures did help to offset any
significant downgrades in its ratings. Moving forward, it will be interesting
to see how the company's rating changes now that the acquisition has been
completed.

We have witnessed only three case of foreign acquisitions of U.S. utilities*
and
all are still fairly new*so consequently it is hard to say if this mixture
of two foreign corporate cultures will work. As an example of difficulties
that Powergen might face, ScottishPower encountered a multitude of 
difficulties
assimilating into the culture of the Northwest regarding its purchase of
PacifiCorp. In addition, although PacifiCorp and National Grid both have
claimed that they intend to become major players in the U.S. markets through
their acquisitions of U.S. companies, that has yet to materialize.

Where the combined company goes from here is unknown. It is possible that
Powergen will continue to secure assets in the Midwest since it has claimed
that this will be a key area of expansion. Another possible strategy is
developing its telecom business. Powergen announced its move into the U.K.
telecommunications sector earlier this year. Powergen's joint venture with
Affinity Internet Holdings is supporting the development of Internet products
and the establishment of fixed and mobile telecommunications along with
multi-utility billing solutions. Thus, speculation has been raised that
the company may develop this area of its business in the United States
as well. It is certainly only a matter of time before another foreign company
attempts an acquisition of a U.S. utility. Consequently, many eyes will
remain on the Powergen / LGE combination as it should be a good indicator
of how successful or problematic such partnerships will be.
===============================================================
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