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Date:Tue, 20 Nov 2001 08:11:39 -0800 (PST)

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November 20, 2001



Asset Sale Between TXU and EDF Supports European Strategies of Both Compani=
es



By Will McNamara
Director, Electric Industry Analysis


[News item from PR Newswire] TXU Corp. (NYSE: TXU) has agreed to sell its 2=
,000 MW coal-fired West Burton power station, near Retford, Nottinghamshire=
, England, to London Electricity Group for GBP366 million (U.S. $523 millio=
n). In another transaction, TXU also announced the sale of Eastern Electric=
ity, its U.K. distribution business, and its 50-percent interest in 24seven=
, the company that operates and maintains the distribution network, to Lond=
on Electricity for GBP 1.31 billion (U.S. $1.873 billion). London Electrici=
ty, a distribution company that serves three million customers across Brita=
in, is a subsidiary of Electricite de France (EDF), the state-owned and lar=
gest energy firm in France. London Electricity already owns the other 50 pe=
rcent of 24seven.=20

Analysis: It's rather rare that an asset sale equally benefits the two ener=
gy companies involved in the transaction, but that appears to be the case i=
n this deal between TXU and EDF. Both companies are pursuing different stra=
tegies, but they share a common goal of gaining a leading position in their=
respective niches in the European market. The transfer of both TXU's gener=
ating station and the entire distribution business in the United Kingdom to=
the French conglomerate EDF should help both companies increase market sha=
re in their respective markets. The divestiture enables TXU to obtain its g=
oal of accumulating a total of about $2 billion in available capital to gro=
w its energy merchant business across Continental Europe. For EDF, which ai=
ms to gain 20 percent of the market in Britain, the sale solidifies the com=
pany's position as a leader in the distribution sector and also expands its=
generation assets (both through its London Electricity subsidiary). Althou=
gh the deal appears to be a winning transaction for both companies, one stu=
mbling block toward obtaining necessary regulatory approval is the lingerin=
g frustration over EDF's expansion in other countries while the French mark=
et remains comparatively restricted.=20

Before moving on to the individual strategies of TXU and EDF, let's establi=
sh what is included in the current transactions. As noted, the sale of the =
generation assets includes only the coal-fired West Burton plant, for which=
London Electricity has also agreed to complete the installation of a flue =
gas desulphurization process. The transaction also includes a long-term con=
tract for TXU to supply the station with coal. TXU Europe's distribution bu=
siness is actually the largest in the United Kingdom, and includes the asse=
ts and wires that deliver electricity through a 56,000-mile network in East=
Anglia and southeast England. Both transactions must obtain regulatory app=
roval from the European Union, and U.S. regulators may review the sales as =
well.=20

Let's now look at the separate gains that the two companies make in these t=
ransactions.=20

TXU Corp.
First, it is important to note that the European expansion of Dallas-based =
TXU Corp. is driven by the company's TXU Europe subsidiary. TXU's divestitu=
re of its U.K. power assets is part of a larger strategy that the company h=
as been pursuing for over a year. In a nutshell, TXU Corp. has sought to ga=
in $2 billion from selling off non-strategic assets owned by TXU Europe to =
support further growth of the company's core trading and merchant energy bu=
sinesses across the Continent. In February 2001, TXU Europe announced the s=
ale of its gas-field assets in the North Sea to Consort Resources, which wa=
s the first indication that the company was moving away from a hard-asset s=
trategy. TXU believes it only needs to have access to power supply through =
various contracts to retain its position as a leading power trader in Europ=
e. Toward this end, TXU Europe also recently announced the sale of its 20-p=
ercent stake in Spain's Hidroelectrica del Cantabrico. In June, TXU complet=
ed the divestiture of its 1,000-MW Rugeley coal-fired power station to Inte=
rnational Power. In August, TXU sold two gas-fired power plants in Eastern =
England, totaling 705 MW, to Centrica, a British gas and home services supp=
lier, for $250 million.=20

Under the current sale of its U.K. assets, TXU exits the regulated pipes an=
d wires business in the United Kingdom and gains available capital to suppo=
rt further growth in its trading business across the Continent. Specificall=
y, from both sales TXU reportedly will reach its total of $2 billion in ava=
ilable financial resources and substantially exceed its previously establis=
hed GBP 1 billion debt-reduction target. In other words, proceeds from the =
sales reportedly will allow TXU to strengthen its financial position by red=
ucing debt, and TXU says it expects to cut its net debt-to-capital ratio to=
55 percent by early 2002. However, the sale of the distribution assets inc=
ludes a one-time write-off of $150 million that TXU is taking associated wi=
th transaction and debt restructuring. The write-off has caused TXU to redu=
ce its 2002 earnings by 39 cents a share. The company now expects to earn b=
etween $4.35 to $4.45 a share next year.=20

With the divestiture proceeds in hand, TXU Europe's primary business model =
will remain focused on energy trading, a market in which the company holds =
a top-three position throughout the Continent. Further, the asset sales ext=
ricates TXU from the distribution sector, which it acknowledges is a busine=
ss that provides lower returns and declining profitability. The bottom line=
for TXU in this and related sales is to "recycle capital into the faster g=
rowing merchant energy business," in the words of TXU Europe's CEO, enablin=
g the company to derive more than three-fourths of its subsequent proceeds =
from this business. It is important to note that TXU Europe includes genera=
ting, trading and retail operations under the larger umbrella of its energy=
merchant operations. TXU Europe will probably remain involved in Britain's=
retail market, where the company retains the power-supply contract to serv=
e 5.5 million customers, but the company is no longer interested in the dis=
tribution sector of this market.=20

Moreover, it is clear that energy trading is now the core of TXU's European=
operations. TXU Europe holds a trading volume of approximately 600 GWh, an=
d earlier in 2001 the parent company TXU Corp. reported a 75-percent jump i=
n its revenue that was attributed in large part to its energy trading busin=
ess, both in Europe and the United States. TXU Europe still hopes to contro=
l physical assets in Europe, as represented by its purchase this year of a =
51-percent state in Germany's Kiel utility, which in terms of volumes and c=
ustomer base is the ninth largest of hundreds of municipalities in Germany.=
However, it is clear that TXU is moving out of the U.K. power distribution=
market and its sights are more clearly focused on Continental Europe.=20

Upon the word that the sales would drag down its earnings growth for the ne=
xt three years, TXU shares fell about 8.5 percent on Nov. 19 to close at $4=
5.59. In early morning trading on Nov. 20, TXU shares were priced at $45.15=
. However, Wall Street analysts indicate that the sales should increase TXU=
's long-term attractions because it will presumably be pursuing other acqui=
sitions enabled by these sales.=20

Electricite de France
As noted, London Electricity is buying the generation and distribution asse=
ts from TXU, but it must be understood that these moves are being driven by=
the French-government owned Electricite de France, London's Electricity's =
parent company. EDF, which still maintains a practical monopoly status in F=
rance, purchased London Electricity in 1998 for 1.9 million British pounds =
($2.72 billion) from Entergy Corp. Based on comments from EDF over the last=
year, the company plans on expanding its products and services and investi=
ng in further strategic alliances to become a multi-energy company.=20

In fact, London Electricity acknowledges that the purchases are part of the=
company's strategy to consolidate its position within the United Kingdom. =
Thus, while the U.K. market no longer appears to be a core focus of TXU, it=
obviously holds appeal for other companies that are attempting to gain a m=
arket share in Europe. Upon completion of the transactions, EDF / London El=
ectricity will increase its share of the U.K. generation market to 7.5 perc=
ent from 4.5 percent, and reduce the gap that currently exists between its =
market share of generation versus distribution in the United Kingdom. Londo=
n Electricity already owns the Cottam power station, a 2,000-MW coal-fired =
generating plant located near the West Burton plant. However, London Electr=
icity will still own far less generation capacity in the United Kingdom whe=
n compared to the market leaders Powergen (which controls 10,000 MW) and In=
nogy (which controls about 8,000 MW).=20

Thus, the true focus of these purchases by London Electricity may be on the=
distribution sector. Upon completion of the transactions, London Electrici=
ty will own Britain's largest power distribution network and control about =
18 percent of the country's distribution business. Analysts have suggested =
that EDF overpaid for TXU's West Burton plant (the buying price represented=
a 26-percent premium over the plant's book value), but got a fair price fo=
r the distribution assets. The point here may be that EDF was arguably will=
ing to pay more for the generation assets as it already holds a solid lock =
on distribution in the United Kingdom and is attempting to expand further b=
y gaining control over generation assets. Representatives from London Elect=
ricity have said that the company and its parent want to be one of the top =
five players in the United Kingdom, and have a goal of gaining 20 percent o=
f market share in the region. London Electricity has been named as a conten=
der for the U.K. supply company Seaboard, which current owner AEP plans to =
put for sale next year. Seaboard serves around two million customers in Eng=
land (in the towns of Kent, Sussex and Surrey).=20

The involvement in EDF in this U.K. expansion has added a renewed spark to =
an old debate, namely the growth of EDF into other European countries while=
competition in France remains comparatively restricted. In other words, ED=
F has been the target of intense criticism across Europe for the last sever=
al years as the governments of other countries and other power firms have a=
rgued that EDF has taken advantage of investments abroad while fiercely pro=
tecting its own turf. For instance, while Germany has opened 100 percent of=
its power market to competition, France has opted for a phased-in approach=
, opening a third each of its power and gas markets by February 2003 and Au=
gust 2008, respectively. While France remains rather blocked, EDF has freel=
y admitted that it plans to acquire other companies in England, Spain, Ital=
y, and possibly the United States. This dichotomy may become a factor as th=
e current transactions with TXU fall under review of the European Union.=20


An archive list of previous IssueAlert articles is available at
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