Unassociated Document
Filed
by
Great Plains Energy Incorporated
Pursuant
to Rule 425 under the Securities Act of 1933
And
deemed filed pursuant to Rule 14a-12
Under
the
Securities Exchange Act of 1934
Subject
Company: Aquila, Inc.
Commission
File No.: 1-03562
This
filing consists of questions and answers posted by Great Plains Energy
Incorporated on its internal and external websites on April 4,
2007.
Great
Plains Energy-Aquila-Black Hills Transaction
QUESTIONS
& ANSWERS Update
April
4, 2007
The
following employee questions have been received since the Great Plains
Energy-Aquila-Black Hills transaction was announced on February 2,
2007
1. Will
the Aquila acquisition affect the current KCP&L rate cases and will the rate
cases fund the acquisition cost?
KCP&L’s
current cases in Missouri and Kansas will be treated on a stand alone basis
by
the regulators, with approval of the merger likely taking place about the same
time or shortly after our current cases are decided. We operate in a highly
regulated environment and must get state regulatory approvals for our rates.
The
rate increases sought in the 2007 rate cases will cover elements of the
Comprehensive Energy Plan going into service this year, along with higher fuel
and operating costs. We expect that the synergies and other impacts of the
Aquila transaction will be considered in KCP&L and Aquila future rate cases
after the transaction closes.
2. At
this point, could there be a counter-offer for Aquila ?
A
higher
offer for Aquila is unlikely, because the pending purchase resulted from a
closed auction process in which other utilities and other parties were invited
to bid.
We
believe KCP&L is best positioned to capture synergies due to our being
located adjacent to Aquila’s service territories, and our familiarity with the
region, its operation and our proven track record with the Missouri Public
Service Commission and Kansas Corporation
Commission.
3. How
is the Black Hills purchase of Aquila properties different from our
purchase?
The
Black
Hills purchase is a purchase of specific utility assets from Aquila. Great
Plains Energy is acquiring Aquila after
the
Black Hills transaction. When we acquire Aquila, it will primarily be a Missouri
electric utility.
4.
If
the Aquila acquisition is achieved, how will it affect the company’s credit
rating?
We
have
spent time with both Moody’s and S&P in evaluating the credit impacts of the
transaction and we anticipate that, after closing, Aquila’s credit rating would
be raised to investment grade and that KCP&L and GXP’s ratings would remain
investment grade.
5.
How
long will the transition take once the acquisition is approved and what will
happen to the company names?
We
believe it will take about a year. The Aquila name will not be used by us after
the transaction closes, but Aquila will still exist as a corporate entity,
under
a new name, to be determined, with its own customers, rate schedules and
investment.
6. Will
the CEP be updated to include Aquila’s investments, etc?
No,
but
we will work to integrate Aquila into our existing CEP where possible. Our
overall energy plan for 2010-2015 will include both KCP&L and Aquila.
7. As
KCP&L’s size grows, are there current plans to change KCP&L’s
name?
There
are
no current plans to change KCP&L’s name. We believe that there is valuable
brand equity in the Kansas City Power & Light name.
8.
How
will Aquila’s customer satisfaction levels, reliability and safety performance
be affected by the acquisition?
A
key
goal of our Strategic Intent is to achieve Tier One status in all operations
areas, and that goal will remain unchanged. We will continue to strive for
Tier
One safety, customer service and reliability as we integrate Aquila’s operations
into ours. We also plan to invest capital to help drive toward those
goals.
9.
How
do our IT systems fit with Aquila’s?
We
have
many common IT systems, including CIS and People Soft; however much work will
be
required to integrate the IT operations of the companies. Some of this
integration will be done when the transaction closes, but systems work will
probably continue well into the first year or two post closing. We will work
together to meet auditing standards and execute integration
effectively.
Information
Concerning Forward-Looking Statements
Statements
made in this document that are not based on historical facts are
forward-looking, may involve risks and uncertainties, and are intended to be
as
of the date when made. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Great Plains Energy is
providing a number of important factors, risks and uncertainties that could
cause actual results to differ materially for the provided forward-looking
information. These include: obtaining shareholder approvals required for the
transactions; the timing of, and the conditions imposed by, regulatory approvals
required for the transactions; satisfying the conditions to the closing of
the
transactions; Great Plains Energy successfully integrating the acquired Aquila,
Inc., businesses into its other operations, avoiding problems which may result
in either company not operating as effectively and efficiently as expected;
the
timing and amount of cost-cutting synergies; unexpected costs or unexpected
liabilities, or the effects of purchase accounting may be different from Great
Plains Energy’s expectations; the actual resulting credit ratings of Great
Plains Energy or Aquila, Inc., or their respective subsidiaries; the effects
on
the businesses of Great Plains Energy or Aquila, Inc., resulting from
uncertainty surrounding the transactions; the effect of future regulatory or
legislative actions on Great Plains Energy or Aquila, Inc.; and other economic,
business, and/or competitive factors. Additional factors that may affect the
future results of Great Plains Energy are set forth in its most recent quarterly
report on Form 10-Q or annual report on Form 10-K with the Securities and
Exchange Commission ("SEC"), which are available at www.greatplainsenergy.com.
Great Plains Energy undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional
Information and Where to Find It
In
connection with the acquisition of Aquila, Inc., by Great Plains Energy, Great
Plains Energy intends to file with the SEC a registration statement on Form
S-4,
containing a joint proxy statement/prospectus and other relevant materials.
The
final joint proxy statement/prospectus will be mailed to the stockholders of
Great Plains Energy and Aquila, Inc.. INVESTORS AND SECURITY HOLDERS OF GREAT
PLAINS ENERGY AND AQUILA, INC., ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY,
AQUILA, INC., AND THE ACQUISITION. The registration statement and joint proxy
statement/prospectus and other relevant materials (when they become available),
and any other documents filed by Great Plains Energy or Aquila, Inc., with
the
SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
(when they are available) filed with the SEC by Great Plains Energy by directing
a request to: Great Plains Energy, 1201 Walnut, Kansas City, MO 64106, Attn:
Investor Relations. Investors and security holders may obtain free copies of
the
documents filed with the SEC by Aquila, Inc., by contacting Aquila, Inc., 20
West Ninth Street, Kansas City, MO 64105, Attn: Investor Relations.
Participants
in Proxy Solicitation
Great
Plains Energy, Aquila, Inc., and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies
relating to the proposed transaction. Information about the executive officers
and directors of Great Plains Energy and their ownership of Great Plains Energy
common stock is set forth in Great Plains Energy’s Annual Report on Form 10-K
for the year ended December 31, 2006, which was filed with the SEC on February
27, 2007, and the proxy statement for Great Plains Energy’s 2007 Annual Meeting
of Stockholders, which was filed with the SEC on March 19, 2007. Information
regarding Aquila, Inc., directors and executive officers and their ownership
of
Aquila, Inc., common stock is set forth in Aquila’s Annual Report on Form 10-K
for the year ended December 31, 2006, which was filed with the SEC on March
1,
2007 and the proxy statement for Aquila’s 2007 Annual Meeting of Stockholders,
which was filed with the SEC on March 21, 2007. Investors and security holders
may obtain more detailed information regarding the direct and indirect interests
of Great Plains Energy, Aquila, Inc., and their respective executive officers
and directors in the proposed transaction by reading the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.