SEC Filing | Evergy, Inc.

As Filed with the Securities and Exchange Commission on May 14, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GREAT PLAINS ENERGY INCORPORATED

(Exact name of Registrant as specified in its charter)

Missouri		4911		43-1916803
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Mark G. English, Esq.
General Counsel and Assistant Secretary
Great Plains Energy Incorporated
Kansas City, Missouri 64106
(816) 556-2608

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies To:

David J. Friedman, Esq.	Christopher M. Reitz, Esq.	Arthur Fleischer, Esq.
Morris J. Kramer, Esq.	Senior Vice President, General	Phil Richter, Esq.
Skadden, Arps, Slate,	Counsel and Corporate Secretary	Fried, Frank, Harris,
Meagher & Flom LLP	Aquila, Inc.	Shriver & Jacobson LLP
Four Times Square	20 West Ninth Street	One New York Plaza
New York, New York 10036	Kansas City, Missouri 64105	New York, NY 10004
(212) 735-3000	(816) 421-6600	(212) 859-8000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-142715

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered			Amount to be Registered	Proposed Minimum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, no par value			500,000(1)	Not Applicable	$11,331,775	$445.34

	(1)	The number of shares to be registered hereunder is intended to represent the maximum number of additional shares of common stock of Great Plains Energy Incorporated that may be issued to stockholders of Aquila, Inc. pursuant to the proposed merger of Gregory Acquisition Corp., a wholly-owned subsidiary of Great Plains Energy Incorporated, with and into Aquila, Inc. Great Plains Energy has previously registered 32,188,797 shares of its common stock pursuant to the Registration Statement on Form S-4 filed on August 24, 2007 (Registration No. 333-142715) and paid all registration fees associated therewith.

	(2)	Determined based on Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act of 1933 by multiplying (a) $1.94 (the result of $3.74, the average of the high and low prices of the Aquila, Inc. common stock as reported in the consolidated reporting system as of May 9, 2008, less $1.80, the amount of cash consideration payable in the proposed merger in respect of each outstanding share of Aquila, Inc. common stock), by (b) 5,841,121 (the maximum number of additional shares of Aquila, Inc. common stock for which shares of Great Plains Energy common stock may be issuable at the effective time of the merger). In accordance with the terms of the proposed merger, 500,000 shares of Great Plains Energy common stock would be issuable with respect to 5,841,121 shares of Aquila, Inc. common stock. The 5,841,121 shares referenced above are in addition to the 376,037,348 shares of Aquila, Inc. common stock in respect of which 32,188,797 shares of Great Plains Energy common stock were previously registered pursuant to the aforementioned registration statement (Registration No. 333-142715).

	(3)	Calculated by multiplying 0.00003930% by the proposed Maximum Aggregate Offering Price.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement relating to the acquisition of Aquila, Inc. by Great Plains Energy Incorporated to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on May 14, 2008.

GREAT PLAINS ENERGY INCORPORATED
(Registrant)


By:	/s/ Michael J. Chesser
	Name:	Michael J. Chesser
	Title:	Chairman of the Board and Chief Executive Officer

Signature	Title	Date
	Chairman of the Board and Chief Executive	May 14, 2008
/s/ Michael J. Chesser	Officer
Michael J. Chesser	(Principal Executive Officer)

	Executive Vice President – Finance and Strategic	May 14, 2008
/s/ Terry Bassham	Development and Chief Financial Officer
Terry Bassham	(Principal Financial Officer)

/s/ Lori A. Wright	Controller	May 14, 2008
Lori A. Wright	(Principal Accounting Officer)

*	Director	May 14, 2008
David L. Bodde

	Director	May 14, 2008
/s/ William H. Downey
William H. Downey

*	Director	May 14, 2008
Mark A. Ernst

*	Director	May 14, 2008
Randall C. Ferguson, Jr.

*	Director	May 14, 2008
Luis A. Jimenez

*	Director	May 14, 2008
James A. Mitchell

*	Director	May 14, 2008
William C. Nelson

EXHIBIT INDEX

Exhibit Number		Description

5.1		Opinion of Mark G. English regarding the legality of the securities being registered
23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Great Plains Energy Incorporated
23.2		Consent of KPMG LLP, Independent Registered Public Accounting Firm for Aquila, Inc.
23.3		Consent of Mark G. English (included in Exhibit 5.1)
24.1		Power of Attorney
99.1		Consent of Credit Suisse Securities (USA) LLC
99.2		Consent of Sagent Advisors Inc.
99.3		Consent of The Blackstone Group L.P.
99.4		Consent of Lehman Brothers, Inc.
99.5		Consent of Evercore Group, L.L.C.

Exhibit 5.1

May 14, 2008

Great Plains Energy Incorporated
1201 Walnut
Kansas City, Missouri 64106

Re:		Great Plains Energy Incorporated (the “Company”)
		Registration Statement on Form S-4

Ladies and Gentlemen:

I have acted as counsel to the Company in connection with the Registration Statement on Form S-4 (the “Registration Statement”), to be filed with the Securities Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 500,000 shares (the “Shares”) of Company common stock in connection with the Agreement and Plan of Merger among the Company Aquila, Inc., Gregory Acquisition Corp. and Black Hills Corporation dated as of February 6, 2007 (the “Merger”).

In rendering the opinions expressed below, I have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. I have also examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied myself as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion letter. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all persons other than the officers or directors of the Company, and the conformity with the original documents of any copies thereof submitted to me for examination.

Based on the foregoing, I am of the opinion that the Shares, when issued in accordance with the provisions of the Merger set forth in the Prospectus included in the Registration Statement, will be validly issued, fully paid and non-assessable.

I am licensed to practice law in the State of Missouri and the foregoing opinions are limited to the laws of the State of Missouri. I assume no obligation to update the information in this opinion letter following the Registration Statement’s date of effectiveness.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion in the Prospectus contained in the Registration Statement.

	Very truly yours,

	/s/ Mark G. English
	Mark G. English
	General Counsel and Assistant Secretary

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Aquila, Inc.:

We consent to the incorporation by reference in this Registration Statement on Form S-4 of Great Plains Energy Incorporated of our report dated February 29, 2008, with respect to the consolidated balance sheets of Aquila, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, common shareholders’ equity, comprehensive income, cash flows, and the financial statement schedule, “Schedule II—Valuation and Qualifying Accounts,” for each of the years in the three-year period ended December 31, 2007, and the effectiveness of internal control over financial reporting as of December 31, 2007, which report appears in the December 31, 2007 Annual Report on Form 10-K of Aquila, Inc. Our audit report refers to the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes, and FSP AUG AIR-1, Accounting for Planned Major Maintenance Activities.

	/s/ KPMG LLP


	KPMG LLP

Kansas City, Missouri
May 13, 2008

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Mark G. English, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director a Registration Statement on Form S-4 and all amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ DAVID L. BODDE

	By:	David L. Bodde



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ MARK A. ERNST

	By:	Mark A. Ernst



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared Mark A. Ernst, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ RANDALL C. FERGUSON, JR.

	By:	Randall C. Ferguson, Jr.



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ LUIS A. JIMENEZ

	By:	Luis A. Jimenez



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared Luis A. Jimenez, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a Director of Great Plains Energy Incroporated, a Missouri corporation, does hereby constitute and appoint Michael J. Chesser or Mark G. English, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director a Registration Statement on Form S-4 and all amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ JAMES A. MITCHELL

	By:	James A. Mitchell



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared James A. Mitchell, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ WILLIAM C. NELSON

	By:	William C. Nelson



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared William C. Nelson, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ LINDA H. TALBOTT

	By:	Linda H. Talbott



STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared Linda H. Talbott, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of May 2008.

		/s/ ROBERT H. WEST


	By:	Robert H. West

STATE OF MISSOURI	)

	)	ss

COUNTY OF JACKSON	)

On this 13th day of May 2008, before me the undersigned, a Notary Public, personally appeared Robert H. West, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

		/s/ BARBARA E. SAMUELS

	By:	Notary Public

My Commission Expires: December 22, 2010

Exhibit 99.1

[LETTERHEAD OF CREDIT SUISSE SECURITIES (USA) LLC]

Board of Directors

Great Plains Energy Incorporated

1201 Walnut Street

Kansas City, MO 64106

Members of the Board:

We hereby consent to the inclusion of our opinion letter, dated February 6, 2007, to the Board of Directors of Great Plains Energy Incorporated (“Great Plains Energy”) attached as Annex D to, and reference thereto under the captions “SUMMARY-Other Information Regarding the Merger-Opinions of Financial Advisors” and “THE TRANSACTIONS- Opinions of Great Plains Energy’s Financial Advisors-Opinion of Credit Suisse Securities (USA) LLC” in, the joint proxy statement/prospectus relating to the proposed merger involving Great Plains Energy and Aquila, Inc., which joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 of Great Plains Energy (333-142715) which was declared effective on August 27, 2007 and is incorporated by reference into the Registration Statement on Form S-4 of Great Plains Energy filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (collectively, the “Registration Statements”). By giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statements within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	/s/ Credit Suisse Securities (USA) LLC

	Credit Suisse Securities (USA) LLC

May 14, 2008

Exhibit 99.2

[LETTERHEAD OF SAGENT ADVISORS INC.]

Board of Directors

Great Plains Energy Incorporated

1201 Walnut Street

Kansas City, MO 64106

Members of the Board:

We hereby consent to the (i) inclusion of our opinion letter, dated February 6, 2007, to the Board of Directors of Great Plains Energy Incorporated (“Great Plains Energy”) attached as Annex E to, and (ii) reference thereto under the captions “SUMMARY-Questions and Answers About the Transactions”, “SUMMARY-Other Information Regarding the Merger-Opinions of Financial Advisors”, “THE TRANSACTIONS- Background of the Merger”, “THE TRANSACTIONS- Great Plains Energy’s Reasons for the Merger and Recommendation of Great Plains Energy’s Board of Directors”, “THE TRANSACTIONS- Opinions of Great Plains Energy’s Financial Advisors” and “THE TRANSACTIONS- Opinions of Great Plains Energy’s Financial Advisors-Opinion of Sagent Advisors Inc.” in, the joint proxy statement/prospectus relating to the proposed merger involving Great Plains Energy and Aquila, Inc., which joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 of Great Plains Energy (333-142715) which was declared effective on August 27, 2007 and is incorporated by reference into this Registration Statement on Form S-4 (collectively, the “Registration Statements”). By giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statements within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	/s/ Sagent Advisors Inc.

	Sagent Advisors Inc.

May 14, 2008

Exhibit 99.3

[LETTERHEAD OF THE BLACKSTONE GROUP L.P.]

Board of Directors
Aquila, Inc.
20 West Ninth Street
Kansas City, MO 64105

Re: Registration Statement on Form S-4 of Great Plains Energy Incorporated

Members of the Board:

Reference is made to our opinion letter, dated February 6, 2007, with respect to the fairness, from a financial point of view, to the holders of Aquila, Inc. (“Aquila”) common stock, of the consideration to be received by such holders in the proposed merger of Aquila with Great Plains Energy, Incorporated (“Great Plains Energy”).

The foregoing opinion letter is provided for the information and assistance of the Board of Directors of Aquila in connection with its consideration of the transaction contemplated therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that Aquila has determined to include our opinion letter as Annex F to, and reference thereto under the captions “SUMMARY-Other Information Regarding the Merger-Opinions of Financial Advisors” and “THE TRANSACTIONS- Opinions of Aquila’s Financial Advisors-The Blackstone Group L.P.” in, the joint proxy statement/prospectus relating to the proposed merger involving Aquila and Great Plains Energy, which joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 of Great Plains Energy Incorporated (333-142715) which was declared effective on August 27, 2007 and is incorporated by reference into this Registration Statement on Form S-4 (collectively, the “Registration Statements”).

In that regard, and notwithstanding the first sentence of the preceding paragraph, we hereby consent to the reference to our opinion under the above-mentioned captions and to the inclusion of our opinion in the joint proxy statement/prospectus included in the above-mentioned Registration Statements. By giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statements within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	/s/ The Blackstone Group L.P.


	The Blackstone Group L.P.

May 14, 2008

Exhibit 99.4

[LETTERHEAD OF LEHMAN BROTHERS, INC.]

Board of Directors
Aquila, Inc.
20 West Ninth Street
Kansas City, MO 64105

Re: Registration Statement on Form S-4 of Great Plains Energy Incorporated

Members of the Board:

Reference is made to our opinion letter, dated February 6, 2007, with respect to the fairness, from a financial point of view, to the holders of Aquila, Inc. (“Aquila”) common stock, of the consideration to be offered to such holders in the proposed merger of Aquila with Great Plains Energy, Incorporated (“Great Plains Energy”).

The foregoing opinion letter is provided for the information and assistance of the Board of Directors of Aquila in connection with its consideration of the transaction contemplated therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that Aquila has determined to include our opinion letter as Annex G to, and reference thereto under the captions “SUMMARY-Other Information Regarding the Merger-Opinions of Financial Advisors” and “THE TRANSACTIONS- Opinions of Aquila’s Financial Advisors-Lehman Brothers, Inc.” in, the joint proxy statement/prospectus relating to the proposed merger involving Aquila and Great Plains Energy, which joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 of Great Plains Energy Incorporated (333-142715) which was declared effective on August 27, 2007 and is incorporated by reference into this Registration Statement on Form S-4 (collectively, the “Registration Statements”).

	/s/ Lehman Brothers, Inc.


	Lehman Brothers, Inc.

May 14, 2008

Exhibit 99.5

[LETTERHEAD OF EVERCORE GROUP L.L.C.]

Board of Directors
Aquila, Inc.
20 West Ninth Street
Kansas City, MO 64105

Re: Registration Statement on Form S-4 of Great Plains Energy Incorporated

Members of the Board:

Reference is made to our opinion letter, dated February 6, 2007, with respect to the fairness, from a financial point of view as of that date, to the holders of Aquila, Inc. (“Aquila”) common stock, of the consideration to be received by such holders in the proposed merger of Aquila with Great Plains Energy, Incorporated (“Great Plains Energy”).

The foregoing opinion letter is provided for the information and assistance of the independent members of the Board of Directors of Aquila in connection with their consideration of the transaction contemplated therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that Aquila has determined to include our opinion letter as Annex H to, and reference thereto under the captions “SUMMARY-Other Information Regarding the Merger-Opinions of Financial Advisors” and “THE TRANSACTIONS- Opinions of Aquila’s Financial Advisors-Evercore Group L.L.C.” in the joint proxy statement/prospectus relating to the proposed merger between Aquila and Great Plains Energy, which joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 of Great Plains Energy Incorporated (333-142715) which was declared effective on August 27, 2007 and is incorporated by reference into this Registration Statement on Form S-4 (collectively, the “Registration Statements”).

In that regard, and notwithstanding the first sentence of the preceding paragraph, we hereby consent to (i) the references to our opinion under the above-mentioned captions and (ii) to the inclusion of our opinion in the joint proxy statement/prospectus included in the above-mentioned Registration Statements. By giving such consent, we do not admit and hereby disclaim that we are experts with respect to any part of such Registration Statements within the meaning of the term “expert” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, or that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	/s/ Evercore Group L.L.C.


	Evercore Group L.L.C.

May 14, 2008

*By:	/s/ Michael J. Chesser
	Michael J. Chesser
	Attorney-in-fact*