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Subject:AES Completes Acquisition of IPALCO
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Date:Wed, 28 Mar 2001 02:59:00 -0800 (PST)

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IssueAlert for March 28, 2001=20

AES Completes Acquisition of IPALCO

by Will McNamara=20
Director, Electric Industry Analysis

The AES Corporation (NYSE: AES) announced that it has completed its=20
acquisition of IPALCO Enterprises, the Indianapolis, Ind.-based utility wit=
h=20
3,000 MW of generation and 433,000 customers in and around Indianapolis.=20
IPALCO has now become a wholly owned subsidiary of AES through an exchange =
of=20
shares in which each outstanding share of IPALCO common stock will be=20
exchanged for 0.463 shares of AES common stock. IPALCO common stock was=20
suspended from trading at the close of the market on March 27. =20

Analysis: The purchase of IPALCO, an established and respected utility in t=
he=20
Midwest, will help AES to continue to secure its foothold in this region an=
d=20
further the company's aggressive expansion efforts along the generation sid=
e=20
of its business. AES already owns CILCORP, an energy services company whose=
=20
largest subsidiary, CILCO, serves portions of Illinois and Missouri. (Note=
=20
that pursuant to an SEC order, AES will restructure and/or sell its ownersh=
ip=20
interests in CILCORP within two years in order to retain its status as an=
=20
exempt holding company under PUHCA). Thus, through the purchase of IPALCO,=
=20
AES is strengthening a presence in the Midwest that it already has=20
established. In addition, from this purchase we now know that AES, along wi=
th=20
being a global player, intends to remain dominant throughout the United=20
States as well. Further, the acquisition represents a rather bright=20
development for AES, considering that the company has recently encountered=
=20
some ongoing challenges related to its operations in California.=20

First, let's examine the value of AES' acquisition of IPALCO. Certainly, th=
e=20
3,000 MW of generation that AES gained in the deal must have been the prima=
ry=20
draw, but from comments made by Dennis Bakke, AES president and CEO, the=20
company apparently also wants to become a marketing presence in Indiana (an=
d=20
the Midwest as a whole). IPALCO gains in the deal by now being under the=20
aggressive management of AES; the subsidiaries under IPALCO such as=20
Indianapolis Power & Light will now stand a much better chance for global=
=20
development and expansion.=20

As with other generation acquisitions that AES has made, the company secure=
s=20
a decided edge over competitors that may have strong marketing presence but=
=20
fewer hard assets. With its strong generation portfolio, to which the IPALC=
O=20
purchase only adds, AES can further guarantee to potential customers a=20
reliable power supply. AES is one of the largest generation companies in th=
e=20
world, having reached this level through a series of strategic acquisitions=
.=20
The company's generating assets include interests in 134 facilities totalin=
g=20
over 48 gigawatts of capacity. By comparison, Calpine has approximately=20
36,700 MW, Dynegy has a net ownership of 12,497 MW, and Reliant has about=
=20
27,000 MW. In addition, AES' electricity distribution network has over=20
920,000 km of conductor and associated rights of way, and sells over 126,00=
0=20
GWh per year to over 17 million end-user customers. =20

AES has surpassed many of its power supply competitors by maintaining an=20
aggressive growth strategy over the past year. Recent milestones for the=20
company are too many to list here. However, highlights include acquiring a=
=20
controlling interest in Electricidad de Caracas; acquiring 100-percent=20
interest in Tractebel Power; purchasing 70-percent interest in the Mohave=
=20
Generating Station in Laughlin, Nev.; and purchasing GeoUtilities, Inc., an=
=20
Internet-based superstore for energy and telecom services. Just since the=
=20
start of 2001, AES entered into an agreement to purchase all of the energy=
=20
assets of Thermo Ecotec Corporation, a wholly owned subsidiary of Thermo=20
Electron Corporation of Waltham, Mass., for $195 million, and announced new=
=20
generation development projects in Texas and California. AES also has=20
continued its international expansion with an acquisition of a 140-MW=20
oil-fired co-generation facility in Italy, the acquisition of a 290-MW=20
barge-mounted natural-gas fired generating business in Nigeria, and the=20
purchase of additional ownership interest in a 1,000-MW hydro plant in=20
Argentina. =20

As I've said in the past, AES is a company to watch. Even when acquisitions=
=20
that AES is making seem rather small, they must be taken within the context=
=20
of the portfolio that AES is building. Whether it's generation, retail=20
marketing, telecom, or selling electricity over the Internet, AES has a=20
foothold in many different areas. AES is a major player that can offer the=
=20
full package to a customer, which may in the end be its strongest advantage=
.=20
The company maintains that it is engaged in three lines of businesses, whic=
h=20
are all equally important to its strategy: power generation, network delive=
ry=20
services and retail energy marketing. However, it is important to recognize=
=20
that AES continues to build a huge generation arsenal and now has the=20
capability to market its commodity products through its marketing=20
subsidiaries.=20

However, although AES has had a fairly successful year, the company has hit=
=20
some bumps and made some questionable decisions along the way, all of which=
=20
were related to the California market. AES has established several tolling=
=20
agreements with Williams Corp. for the power plants that AES owns in=20
California. Under the tolling agreements, AES essentially rents its plants =
to=20
Williams so that Williams can generate fuel to electricity, which it then c=
an=20
sell on the wholesale market. In other words, Williams had a contract to=20
market all of the power generated by AES' California plants. In hindsight,=
=20
AES may regret the questionable decision to enter into the tolling agreemen=
ts=20
with Williams in California. Although AES did well last year, with net inco=
me=20
rising 181 percent to $641 million, the company reportedly lost $11 million=
=20
on the lucrative California market. Meanwhile, Williams (NYSE: WMB) reporte=
d=20
unaudited 2000 income from continuing operations of $873.2 million, or $1.9=
5=20
per share on a diluted basis, versus $178 million, or 40 cents per share on=
a=20
restated basis, for 1999. AES also took a hit when it had to pay air=20
pollution fines and buy power on the wholesale market to meet its obligatio=
ns=20
to Williams when it was forced to shut some plants down. =20

Further, AES (along with other companies) continues to fall under the inten=
se=20
scrutiny of FERC for pricing that the commission has deemed "unjust and=20
unreasonable" for power generated at AES-owned plants. FERC's investigation=
=20
centers on the unavailability of certain so-called "must run" generating=20
plants in the Los Angeles area that are owned by AES Southland, a subsidiar=
y=20
of AES. A "must run" plant is a generating facility that the California ISO=
=20
can call upon to provide energy and ancillary service essential to the=20
reliability of the California transmission network. Several weeks ago, FERC=
=20
announced that a preliminary investigation raised serious questions about t=
he=20
actions of Williams Energy Marketing and Trading and AES. =20

On March 14, FERC gave the two companies 20 days to explain why they should=
=20
not refund $10.86 million to California utilities. Further, FERC said that=
=20
"Williams had a financial incentive to prolong any outages" of two AES-owne=
d=20
plants last April and May. "Williams received more revenues as a result of=
=20
the respective outages," the commission said. AES responded to the charges =
by=20
saying that the plants were taken off line for repairs and that it did not=
=20
share in market revenues from sales of power from the plants. According to =
a=20
report in The Washington Post, AES Pacific Group vice president Stu Ryan sa=
id=20
that as long as the plants are in operating condition, Williams decides whe=
n=20
they will run and what it will charge for their power. =20

As a result of the unavailability of the two "must run" AES plants, the=20
state's ISO had to obtain power from other plants, also owned by AES, where=
=20
the power was much more expensive and the companies made much larger=20
profits. The commission said its investigation indicated that AES and=20
Williams refused to make the two "must run" plants available "for reasons=
=20
that were not directly related to the necessary and timely maintenance" of=
=20
the plant. =20

Many power supply companies that were active in the California wholesale=20
market now are retreating due to the volatility and uncertainty of the=20
state's market. Although it remains unclear how AES will continue to=20
participate in the California market, it may be a smart move for the compan=
y=20
to focus on expanding operations in other regions of the United States (suc=
h=20
as the Midwest). Yet, how AES' acquisition of IPALCO will impact the=20
company's bottom line remains to be seen. Standard & Poor's (S&P) is=20
reserving its assessment of the partnership for the time being, and is=20
keeping AES on CreditWatch. AES' double-'B' corporate credit, single-'B'-pl=
us=20
rating on subordinated debt, and single-'B' rating on the company's trust=
=20
preferred securities remain intact pending further review and information=
=20
about the acquisition of IPALCO. Also, S=02?lowered its corporate credit ra=
tings=20
on IPALCO to triple-'B' from single-'A'-plus, and IPALCO's subsidiary,=20
Indianapolis Power & Light Co. (IPL), to triple-'B' from double-'A'-minus,=
=20
and revised the CreditWatch implications to positive from negative. S=02?ex=
pects=20
to address the CreditWatch status in the next two weeks. =20

On March 27, AES shares closed at about $47.75. As of mid-morning on March=
=20
28, AES shares were priced at about $50.00. Over the last few days, AES=20
shares have increased by about 5 percent and have closely tracked the Dow=
=20
Jones Utility Average.=20

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