UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 3, 2017
Commission File Number |
Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number |
I.R.S. Employer Identification No. | ||
001-32206 | GREAT PLAINS ENERGY INCORPORATED | 43-1916803 |
(A Missouri Corporation)
1200 Main Street
Kansas City, Missouri 64105
(816) 556-2200
NOT APPLICABLE
(Former name or former address, if changed since last report)
000-51873 | KANSAS CITY POWER & LIGHT COMPANY | 44-0308720 |
(A Missouri Corporation)
1200 Main Street
Kansas City, Missouri 64105
(816) 556-2200
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This combined Current Report on Form 8-K is being provided by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly-owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all information contained in this report relates to, and is furnished or filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energys other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO) does not relate to, and is not furnished or filed by, KCP&L. KCP&L makes no representation as to that information. Neither Great Plains Energy nor GMO has any obligation in respect of KCP&Ls debt securities and holders of such securities should not consider Great Plains Energys or GMOs financial resources or results of operations in making a decision with respect to KCP&Ls debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or GMO.
Item 7.01 | Regulation FD Disclosure |
From November 6 through November 8, 2017, Great Plains Energy will participate in meetings with investors at the 2017 Edison Electric Institute Financial Conference. Presentation slides will be made available in the Investor Relations section of Great Plains Energys website at www.greatplainsenergy.com. A copy of the presentation slides to be used in the investor meetings is attached hereto as Exhibit 99.1.
The presentation slides contain information regarding KCP&L. Accordingly, information in the presentation slides relating to KCP&L is also being furnished on behalf of KCP&L. The information under this Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under this Item 7.01 and Exhibit 99.1 hereto shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, (the Securities Act) unless otherwise expressly indicated in such registration statement or other document.
Item 8.01 | Other Events. |
Pages 1-10 and 15-25 of the investor presentation attached as Exhibit 99.1 relate to Great Plains Energys pending merger with Westar Energy, Inc. and are being filed herewith in compliance with Rule 425 of the Securities Act.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Investor Presentation |
Forward-Looking Statements
Statements made in this filing 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. Forward-looking statements include, but are not limited to, statements relating to the anticipated merger transaction of Great Plains Energy and Westar Energy, including those that relate to the expected financial and operational benefits of the merger to the companies and their shareholders (including cost savings, operational efficiencies and the impact of the anticipated merger on earnings per share), the expected timing of closing, the outcome of regulatory proceedings, cost estimates of capital
projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, employee issues and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy, KCP&L and Westar Energy; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates that the companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energys and Westar Energys ability to successfully manage and integrate their respective transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy and Westar Energy to obtain the regulatory and shareholder approvals necessary to complete the anticipated merger or the imposition of adverse conditions or costs in connection with obtaining regulatory approvals; the risk that a condition to the closing of the anticipated merger may not be satisfied or that the anticipated merger may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated merger; the costs incurred to consummate the anticipated merger; the possibility that the expected value creation from the anticipated merger will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the combined company following the anticipated merger; disruption from the anticipated merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the anticipated merger; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Additional risks and uncertainties are discussed in joint proxy statement/prospectus and other materials that Great Plains Energy, Westar Energy and Monarch Energy Holding, Inc. (Monarch Energy) filed with Securities and Exchange Commission (SEC) in connection with the anticipated merger. Other risk factors are detailed from time to time in quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Great Plains Energy, KCP&L and Westar Energy with the SEC. Each forward-looking statement speaks only as of the date of the particular statement. Monarch Energy, Great Plains Energy, KCP&L and Westar Energy undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, Monarch Energy has filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-220465), which was declared effective by the SEC, Great Plains Energy and Westar Energy have each filed a definitive joint proxy statement, which also constitutes a prospectus of Monarch Energy, each of which is publicly available, and Great Plains Energy, Westar Energy and Monarch Energy have filed and may file other documents regarding the proposed transactions with the SEC. Great Plains Energy and Westar Energy mailed the definitive joint proxy statement/prospectus in connection with the transactions to their respective shareholders on or about October 13, 2017. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, WESTAR ENERGY, MONARCH ENERGY AND THE PROPOSED TRANSACTIONS. Investors can obtain free copies of the Registration Statement and definitive joint proxy statement/prospectus and other documents filed by Monarch Energy, Great Plains Energy and Westar Energy with the SEC at http://www.sec.gov, the SECs website. These documents filed by Great Plains Energy and Monarch Energy are also available free of charge from Great Plains Energys website (http://www.greatplainsenergy.com) under the tab, Investor Relations and then under the heading SEC Filings, or by contacting Great Plains Energys Investor Relations Department at 1-800-245-5275. These documents filed by Westar Energy are also available free of charge from Westar Energys website (http://www.westarenergy.com) under the tab Investors and then under the heading SEC Filings, or by contacting Westar Energys Investor Relations Department at 785-575-8227.
Participants in Proxy Solicitation
Great Plains Energy, Westar Energy and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Great Plains Energys and Westar Energys shareholders with respect to the proposed transactions. Information regarding the officers and directors of Great Plains Energy is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on March 23, 2017. Information regarding the officers and directors of Westar Energy is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on September 14, 2017. Additional information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, is set forth in the Registration Statement and definitive joint proxy statement/prospectus and other materials filed with SEC in connection with the proposed merger. Free copies of these documents may be obtained as described in the paragraphs above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
GREAT PLAINS ENERGY INCORPORATED | ||
/s/ Lori A. Wright | ||
Lori A. Wright | ||
Vice President - Corporate Planning, Investor Relations and Treasurer | ||
KANSAS CITY POWER & LIGHT COMPANY | ||
/s/ Lori A. Wright | ||
Lori A. Wright | ||
Vice President - Corporate Planning, Investor Relations and Treasurer |
Date: November 3, 2017
Westar Energy and Great Plains Energy MERGER OF EQUALS TO FORM LEADING ENERGY COMPANY 2017 Edison Electric Institute Financial Conference November 5-8, 2017 Exhibit 99.1
FORWARD-LOOKING STATEMENTS Statements made in this presentation 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. Forward-looking statements include, but are not limited to, statements relating to the anticipated merger transaction of Great Plains Energy Incorporated (Great Plains Energy) and Westar Energy, Inc. (Westar Energy), including those that relate to the expected financial and operational benefits of the merger to the companies and their shareholders (including cost savings, operational efficiencies and the impact of the anticipated merger on earnings per share), the expected timing of closing, the outcome of regulatory proceedings, cost estimates of capital projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, employee issues and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and Westar Energy are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy, KCP&L, and Westar Energy; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates that the companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy’s and Westar Energy’s ability to successfully manage and integrate their respective transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy and Westar Energy to obtain the regulatory and shareholder approvals necessary to complete the anticipated merger or the imposition of adverse conditions or costs in connection with obtaining regulatory approvals; the risk that a condition to the closing of the anticipated merger may not be satisfied or that the anticipated merger may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated merger; the costs incurred to consummate the anticipated merger; the possibility that the expected value creation from the anticipated merger will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the combined company following the anticipated merger; disruption from the anticipated merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the anticipated diversion of management time and attention on the anticipated merger; and other risks and uncertainties. This list of factors is not all-inclusive because it is not possible to predict all factors. Additional risks and uncertainties are discussed in the joint proxy statement/prospectus and other materials that Great Plains Energy, Westar Energy and Monarch Energy Holding, Inc. (Monarch Energy) file with the Securities and Exchange Commission (“SEC”) in connection with the anticipated merger. Other risk factors are detailed from time to time in quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Great Plains Energy, KCP&L and Westar Energy with the SEC. Each forward-looking statement speaks only as of the date of the particular statement. Monarch Energy, Great Plains Energy, KCP&L and Westar Energy undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 2017 EEI FINANCIAL CONFERENCE
MERGER OVERVIEW
Creates a leading energy company with a combined equity value of ~$15 billion1 – a more valuable company for shareholders and a stronger company for customers 100% stock-for-stock, tax-free exchange of shares with no transaction debt and no exchange of cash Exchange Ratio WR: 1:1 (52.5% ownership) GXP: 0.5981:1 (47.5% ownership) Transaction structure directly responsive to regulatory concerns Closing expected to occur in the first half of 2018 MERGER OF EQUALS Combined Service Area2 Great Plains Energy Westar Energy Pro Forma Combined Rate Base ($billion)3 $6.6 $6.5 $13.1 Electric Customers 864,400 707,000 1,571,400 Owned Generation Capacity (MW) 6,524 6,573 13,097 Transmission Miles 3,600 6,400 10,000 Distribution Miles 22,700 29,000 51,700 Great Plains Energy and Westar Energy combined market cap as of 10/31/17. Excludes Great Plains Energy’s Crossroad Energy Center in the Mississippi Delta and Westar’s Spring Creek Energy Center in Logan County, OK. Estimated rate base based on ordered and settled rate cases. Key Operating Metrics 2017 EEI FINANCIAL CONFERENCE Energy Centers Westar Energy Great Plains Energy
STRONG PLATFORM FOR EARNINGS GROWTH Targeted Pro Forma EPS Growth1 6%-8% CAGR EPS growth based on Westar Energy 2016 actual EPS of $2.43. Driven By: Merger savings FERC regulated transmission growth Share repurchases 2018 general rate review to reduce regulatory lag 2017 EEI FINANCIAL CONFERENCE
Targeted Pro Forma Dividend Growth 6%-8% CAGR STRONG PLATFORM FOR DIVIDEND GROWTH Illustrative analysis based on most recent Great Plains Energy quarterly dividend payment annualized of $1.10 per share divided by the 0.5981 exchange ratio. 1 Initial dividend results in 15% increase for Westar’s shareholders Initial dividend maintains Great Plains Energy’s current dividend policy Targeted annual dividend growth in line with EPS growth while targeting payout ratio of 60% to 70% 2017 EEI FINANCIAL CONFERENCE
PLATFORM FOR SIGNIFICANT MERGER SAVINGS Targeted Merger Savings ($mm)1 Targeted O&M Cost Reductions ($mm)2 Unique combination provides maximum opportunities for efficiency creation, cost savings for customers, and better ability to earn allowed returns Cost savings and ongoing management of O&M expected to drive total cost reductions of approximately 15% from 2016 to 2021 Detailed integration plans demonstrate merger savings of $150+ million in 2021 and beyond In addition to targeted merger savings, we expect over $200 million dollars of cost savings related to Great Plains Energy plant retirements Excludes Great Plains Energy plant retirements announced June 2017 and potential capital expenditure savings. Planned merger savings include non-fuel O&M and Other shown net of costs to achieve. See appendix slide for projected merger savings by type and year. Inclusive of targeted O&M merger savings and expected O&M cost savings of Great Plains Energy announced plant retirements. Represents Great Plains Energy utility O&M and Westar’s O&M and SG&A as reported in GAAP financials. 2017 EEI FINANCIAL CONFERENCE ~(15%) 3
FINANCIAL BENEFITS 2017 EEI FINANCIAL CONFERENCE Projected significant earnings accretion to Great Plains Energy and Westar Energy Expect to offer top quartile total shareholder return amongst electric utilities: Target EPS growth of 6% to 8%, 2016 to 20211 Target dividend growth in line with EPS growth, 60% to 70% target payout ratio Diversifies and enhances earnings stream Opportunity to improve earned returns relative to allowed levels Over $6 billion in investment from 2018 through 2022 Over $1 billion in FERC regulated transmission investment Target rate base growth of 3 to 4% through 20222 Capital structure rebalancing post-closing of the merger Expect to repurchase ~60 million, or ~22% of pro forma shares outstanding, over time in the first two years after merger closing3 Rebalancing supported by strong balance sheet that is expected to include approximately $1.25 billion of cash at closing Combined company will maintain strong investment-grade credit ratings Targeted EPS growth based on Westar Energy 2016 actual EPS of $2.43. Based on 2016 pro forma rate base currently reflected in rates of $13.1 billion. Anticipated initial pro forma shares of approximately 272 million at merger closing.
STRONG CREDIT QUALITY AND CAPACITY FOR SIGNIFICANT SHARE REPURCHASES Great Plains Energy completed unwind of prior debt and mandatory convertible preferred equity acquisition financing following July 2017 merger of equals announcement, with a cost of approximately $150 million Merger of equals structure with no merger-related debt results in a strengthened credit profile and positive rating agency action Credit metrics for the combined company expected to be in-line with those of Great Plains Energy pre-merger Expect to repurchase ~60 million shares (~22% of pro forma shares outstanding) in the first two years after merger closing1 Projected consolidated FFO / Total Debt of ~18% to 20% in 2019 – 2021 Projected consolidated Debt / Capitalization of ~48 to 50% in 2019 – 2021 Ratings / Outlook2 Westar Energy Great Plains Energy KCP&L GMO S&P Issuer Rating BBB+ BBB+ BBB+ BBB+ Senior Secured Debt A - A - Senior Unsecured Debt - BBB BBB+ BBB+ Outlook Positive Positive Positive Positive Moody’s Issuer Rating Baa1 - - - Senior Secured Debt A2 - A2 - Senior Unsecured Debt - Baa2 Baa1 Baa2 Outlook Stable Stable Stable Stable Anticipated initial pro forma shares of approximately 272 million at merger closing. Credit ratings as of 11/1/2017. 2017 EEI FINANCIAL CONFERENCE
MERGER EXPECTED TO CLOSE IN FIRST HALF 2018 Stakeholder Filed Approval Anticipated Additional Info. GXP and WR shareholders √ 4Q17 Special shareholder meetings for Westar and Great Plains to be held on November 21, 2017 KCC √ 2Q18 Docket: 18-KCPE-095-MER MPSC √ 2Q18 Docket: EM-208-0012 FERC √ 1Q18 – 2Q18 Docket: EC-171-000 NRC √ 1Q18 – 2Q18 Docket: 50-482 U.S. DOJ/FTC (HSR) 4Q17 4Q17 – 1Q18 FCC 1Q18 – 2Q18 1Q18 – 2Q18 Procedural Schedule Proposed procedural schedules in both Kansas and Missouri – suggest effective orders late May, 2018 Missouri Public Service Commission (MPSC) issued an order on October 19, 2017 consistent with the proposed procedural schedule and supportive of a late May, 2018 order effective date – expected order date is not specifically stated Expect Kansas Corporation Commission (KCC) decision on procedural schedule in November 2017 2017 EEI FINANCIAL CONFERENCE
REGULATORY AND LEGISLATIVE PRIORITIES
REGULATORY INITIATIVES Regulatory Timing 4Q17 1Q18 2Q18 3Q18 4Q18 Merger Approval Westar General Rate Review KCP&L – KS General Rate Review KCP&L – MO General Rate Review GMO General Rate Review Missouri & Kansas Legislative Session Westar General Rate Review Drivers: Westar Plains Wind Farm Expiration of wholesale contracts which are currently reflected in rates and have generated offsets to the retail cost of service Expiring production tax credits currently reflected in rates KCP&L/GMO General Rate Review Drivers: New customer information system and other infrastructure investments since rates were last set Legislative Priorities: Supporting comprehensive regulatory reform in Missouri; expecting to pursue legislation in 2018 Not expecting major Kansas legislative activities in 2018 2017 EEI FINANCIAL CONFERENCE
Ratemaking Construct Cost Recovery Mechanisms Westar Kansas KCP&L Kansas KCP&L Missouri GMO Missouri Energy Cost Adj. Rider (KS) / Fuel Adj. Clause Rider (MO) √ √ √ √ Pension and OPEB Tracker √ √ √ √ Property Tax Surcharge Rider √ √ Energy Efficiency Cost Recovery Rider √ √ Missouri Energy Efficiency Investment Act Program Rider √ √ Renewable Energy Standards Tracker √ √ Renewable Energy Standard Rate Adj. Mechanism Rider √ Transmission Delivery Charge Rider √ √ Critical Infrastructure Protection Standards / Cybersecurity Tracker √ √ Abbreviated Rate Case √ √ 2017 EEI FINANCIAL CONFERENCE
STATE COMMISSIONERS Missouri Public Service Commission (MPSC) Kansas Corporation Commission (KCC) Mr. Daniel Y. Hall (D) Chair (since August 2015) Term began: September 2013 Term expires: September 2019 Mr. Pat Apple (R) Chair (since January 2017) Term began: March 2014 Term expires: March 2018 Mr. Stephen M. Stoll (D) Commissioner Term began: June 2012 Term expires: December 2017 Ms. Shari Feist Albrecht (I) Commissioner Term began: June 2012 Reappointed: January 2017 Term expires: March 2020 Mr. William P. Kenney (R) Commissioner Term began: January 2013 Term expires: January 2019 Mr. Jay S. Emler (R) Commissioner Term began: January 2014 Reappointed: May 2015 Term expires: March 2019 Mr. Scott T. Rupp (R) Commissioner Term began: March 2014 Term expires: March 2020 Ms. Maida J. Coleman (D) Commissioner Term began: August 2015 Term expires: August 2021 MPSC consists of five (5) members, including the Chairman, who are appointed by the Governor and confirmed by the Senate. Members serve six-year terms (may continue to serve after term expires until reappointed or replaced) Governor appoints one member to serve as Chairman KCC consists of three (3) members, including the Chairman, who are appointed by the Governor and confirmed by the Senate. Members serve four-year terms (may continue to serve after term expires until reappointed or replaced) Commissioners elect one member to serve as Chairman 2017 EEI FINANCIAL CONFERENCE
CLEAN ENERGY FOCUS
Combined Company Projections Anticipated Emission Reduction 2005 - 2020 Renewables as Percent of Retail Sales 38% 98% 85% NOx ~30% COMBINED SUSTAINABLE ENERGY PORTFOLIO Wind portfolio will be one of the largest in the United States: ~3,200 MW1 Renewable energy ~30% of retail sales Emission-free energy (renewable and nuclear) nearly half of retail sales Well ahead of renewable portfolio standards in Missouri and voluntary goals in Kansas RPS in Missouri requires 15% of electricity sales to customers with renewable sources by 2021 Kansas voluntary goal of 20% of the utility’s peak by 2020 CO2 SOx 2017 EEI FINANCIAL CONFERENCE Includes owned generation and power purchase agreements based on nameplate capacity of the facility. Source: American Wind Energy Association. Company sponsored energy-efficiency programs and demand response are expected to be a key component of future resource portfolio Focused on growing renewables while retiring end-of-life fossil plants Strong platform to grow renewable energy portfolio and take further advantage of abundant natural resources Kansas wind energy resources, ranked 5th in the nation for installed wind capacity, are a unique advantage2
APPENDIX
PROJECTED MERGER SAVINGs 2016- 2017 2018E 2019E 2020E 2021E 2022E Total NFOM Labor - $38.3 $66.6 $78.1 $83.2 $85.3 $351.5 NFOM Non-Labor - $8.6 $41.4 $55.1 $54.3 $61.1 $220.5 Fuel - $0.7 $1.0 $1.1 $1.3 $2.3 $6.4 Other - $2.2 $7.9 $12.3 $13.3 $13.4 $49.0 Gross Efficiencies - $49.7 $116.9 $146.5 $151.9 $162.0 $627.0 Transition Costs ($35.6) ($21.9) ($6.6) ($3.0) ($2.5) ($2.2) ($71.8) Net Savings ($35.6) $27.8 $110.3 $143.5 $149.4 $159.8 $555.2 Merger Savings by Type and Year ($mm)1,2 Some numbers may not add due to rounding Source: Steven Busser, Kansas direct testimony filed August 25, 2017; page 15 (Docket: 18-KCPE-095-MER). Steven Busser, Missouri direct testimony filed August 31, 2015; page 14 (Docket: EM-2018-0012). 2017 EEI FINANCIAL CONFERENCE
SELECTED MID-CAP UTILITIES BY ENTERPRISE VALUE ($BN) Source: Company filings, investor presentations, Bloomberg market data as of 10/31/2017. SELECTED MID-CAP UTILITIES BY CUSTOMERS (MILLIONS) SELECTED MID-CAP UTILITIES BY RATE BASE ($BN) Combined Company Combined Company TRANSFORMATION INTO A LEADING MIDWEST ENERGY UTILITY 2017 EEI FINANCIAL CONFERENCE
COMPELLING STRATEGIC AND GEOGRAPHIC FIT Better positioned to meet customer’s energy needs, provide clean energy and optimize investments to achieve improved long-term financial returns Increased scale and jurisdictional diversity with enhanced platform to drive value for shareholders and customers Strong geographic fit, complementary operations with contiguous territories and existing shared assets produce economies of scale and significant savings and efficiencies Customer breakdown by jurisdiction based on retail sales generation. KCP&L,GMO, Westar and KG&E are also subject to regulation by The Federal Energy Regulatory Commission (FERC) with respect to transmission, wholesale sales and rates, and other matters. Projected as of year-end 2017. Standalone Great Plains Energy Standalone Westar Energy Combined Company Geography by Customer1 Rate Base Mix by Jurisdiction2 Capacity Mix (MW)3 2017 EEI FINANCIAL CONFERENCE
PRO FORMA COMBINED COMPANY corporate structure 2017 EEI FINANCIAL CONFERENCE NewCo Kansas City Power & Light KCP&L Greater Missouri Operations Westar Energy Great Plains Energy Other Subsidiaries Westar Subsidiaries, notably, KG&E
PRO FORMA COMBINED COMPANY executive officer team Board of Directors to be comprised equally of Westar Energy and Great Plains Energy board members. Both Mark Ruelle and Terry Bassham will be members of the Board of Directors. Mark Ruelle will serve as the non-executive Chairman of the Board Charles Q. Chandler IV, currently the non-executive chairman of Westar Energy’s Board, will be the lead independent director 2017 EEI FINANCIAL CONFERENCE President & CEO Terry Bassham EVP Strategy & Chief Administrative Officer Greg Greenwood EVP Chief Financial Officer Tony Somma SVP Chief People Officer Jerl Banning SVP Marketing, Public Affairs & Chief Customer Officer Chuck Caisley SVP General Counsel, Corporate Secretary Heather Humphrey EVP Chief Operating Officer Kevin Bryant
KEY TERMS Transaction Structure All stock merger of equals (100% stock-for-stock tax-free exchange); combined equity value of ~$15 billion New company to be jointly named prior to close Exchange Ratio Westar Energy: 1:1 Great Plains Energy: 0.5981:1 Approximate Pro Forma Ownership Westar Energy 52.5% Great Plains Energy 47.5% Pro Forma Dividend Adjust to maintain current Great Plains Energy dividend Results in a 15% dividend uplift for Westar Energy Termination Fee Reverse break-up fee of $190 million in favor of Westar Energy Mutual fiduciary out break-up fees of $190 million in favor of the other Great Plains Energy no-vote fee of $80 million in favor of Westar Energy Governance Mark Ruelle, Westar Energy CEO to become non-executive chairman Terry Bassham, Great Plains Energy Chairman, President & CEO to become President & CEO Tony Somma (Westar Energy CFO) to be CFO; Kevin Bryant (Great Plains Energy CFO) to be COO Equal board representation from each company, including Bassham and Ruelle Headquarters Corporate Headquarters – Kansas City, Missouri Operating Headquarters – Topeka, Kansas; Kansas City, Missouri Timing / Approvals Expected to close first half 2018 Shareholders, federal and state regulators 2017 EEI FINANCIAL CONFERENCE
ADDITIONAL INFORMATION 2017 EEI FINANCIAL CONFERENCE Additional Information and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, Monarch Energy has filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-220465), which was declared effective by the SEC, Great Plains Energy and Westar Energy have each filed a definitive joint proxy statement, which also constitutes a prospectus of Monarch Energy, each of which is publicly available, and Great Plains Energy, Westar Energy and Monarch Energy have filed and may file other documents regarding the proposed transactions with the SEC. Great Plains Energy and Westar Energy mailed the definitive joint proxy statement/prospectus in connection with the transactions to their respective shareholders on or around October 13, 2017. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, WESTAR ENERGY, MONARCH ENERGY AND THE PROPOSED TRANSACTIONS. Investors can obtain free copies of the Registration Statement and definitive joint proxy statement/prospectus and other documents filed by Monarch Energy, Great Plains Energy and Westar Energy with the SEC at http://www.sec.gov, the SEC’s website. These documents filed by Great Plains Energy and Monarch Energy are also available free of charge from Great Plains Energy’s website (http://www.greatplainsenergy.com) under the tab, “Investor Relations” and then under the heading “SEC Filings,” or by contacting Great Plains Energy’s Investor Relations Department at 1-800-245-5275. These documents filed by Westar Energy are also available free of charge from Westar Energy’s website (http://www.westarenergy.com) under the tab “Investors” and then under the heading “SEC Filings,” or by contacting Westar Energy’s Investor Relations Department at 785-575-8227. Participants in Proxy Solicitation Great Plains Energy, Westar Energy and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Great Plains Energy’s and Westar Energy’s shareholders with respect to the proposed transactions. Information regarding the officers and directors of Great Plains Energy is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on March 23, 2017. Information regarding the officers and directors of Westar Energy is included in its definitive proxy statement for its 2017 annual meeting filed with the SEC on September 14, 2017. Additional information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, is set forth in the Registration Statement and definitive joint proxy statement/prospectus and other materials filed with SEC in connection with the proposed merger. Free copies of these documents may be obtained as described in the paragraphs above.
Lori Wright Vice President – Corporate Planning, Investor Relations and Treasurer (816) 556-2506 lori.wright@kcpl.com Calvin Girard Senior Manager, Investor Relations (816) 654-1777 calvin.girard@kcpl.com NYSE: Great plains energy (GXP) INVESTOR RELATIONS INFORMATION Cody VandeVelde Director, Investor Relations (785) 575-8227 cody.vandevelde@westarenergy.com Amber Housholder Investor Relations Manager (785) 575-8278 amber.housholder@westarenergy.com Nyse: Westar energy (wr) 2017 EEI FINANCIAL CONFERENCE