2nd Annual Utility M&A Conference

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2 2nd Annual Utility M&A Conference 2005: Reneal of Robust M&A Activity Market Trends, Transaction Drivers, Investor Expectations, and Successful Implementation June 28 29, 2005 Millennium Broaday Hotel Ne York City, NY Attend Platts timely 2nd Annual Utility M&A Conference, to gain insight from industry leaders about 2005 M&A trends prospects, drivers, regulations, players, and best practices to structure implementation for successful M&A. Hear From Over 25 Distinguished Industry Experts: Paul Barry, Duke Energy Corporation John Loyack, PNM Resources, Inc. David Campbell, TXU Corp. Joseph T. Kelliher, Federal Energy Regulatory Commission David Smith, U.S. Securities and Exchange Commission Jacob Worenklein, US Poer Generating Company, LLC Edard Hurley, Illinois Commerce Commission John Diggins, Platinum Equity, LLC Raymond Wood, Credit Suisse First Boston LLC Jennifer Kreischer, PriceaterhouseCoopers LLP Bradford Nordholm, TYR Energy William Massey, Covington & Burlington Jim O Brien, Baker & McKenzie Edard Tirello, Berenson & Company Peter Rigby, Standard & Poor s James Hempstead, Moody s Investors Service Glen Grabelsky, Fitch Ratings Jeff Hunter, US Poer Generating Company, LLC Raffiq Nathoo, The Blackstone Group, Inc. Jim Metcalfe, Lehman Brothers Laurie Coben, Merrill Lynch John Lynch, Merrill Lynch Paul Dabbar, JPMorgan Roger Wood, Citigroup Inc. Tom Flaherty, Booz Allen Hamilton Joseph Ronan, Calpine Corp. Keith Martin, Chadbourne & Parke LLP William J. Harmon, Jones Day To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

2nd Annual Utility M&A Conference Agenda (Subject to change) DAY ONE: Tuesday, June 28, 2005 7:15 a.m.

3 2nd Annual Utility M&A Conference Agenda (Subject to change) DAY ONE: Tuesday, June 28, :15 a.m. Main Conference Registration and Continental Breakfast 8:15 a.m. Chairman s Welcome and Opening Remarks William Massey, Former Commissioner, Federal Energy Regulatory Commission; Partner, Covington & Burlington 2005 M&A Trends Prospects, Drivers, Regulations, and Players KEYNOTE ADDRESS 8:30 a.m. US Merchant Poer Sector 2005: M&A and Investment Prospects Increased valuations for corporate and project debt and equity in the US merchant poer sector reflect a combination of optimism about market recovery in many parts of the US over the next five years and the large flo of capital into hedge funds (referred to euphemistically as technical factors ). Yet market fundamentals are still poor in most of the US. What are the realistic prospects for M&A and investment activity in the US merchant poer sector in 2005? Identify the financial source for ne mergers and acquisitions in the utility industry Ne M&A projects being planned Will recent mergers spark others? What are the possibilities? In hat regions of the US/North America ill generation acquisition opportunities be the greatest and eakest? Why? Jacob Worenklein, President and Chief Executive Officer, US Poer Generating Company, LLC To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

4 CASE STUDY 9:15 a.m. The Impact of the Proposed Exelon PSEG Merger on the Market KEYNOTE ADDRESS Identify the effect the merger could have on fuel use in the future Will the Exelon PSEG announcement spur other mergers? Events that the proposed Exelon PSEG merger might cause Edard Tirello, Managing Director and Senior Poer Strategist, Berenson & Company 10:00 a.m. FERC Policy on Mergers and Acquisitions What legal test ill FERC apply to utility mergers? What is FERC s policy toards reintegration of generation assets through acquisition? What types of conditions are imposed by FERC in merger and acquisition decisions? Joseph T. Kelliher, Commissioner, Federal Energy Regulatory Commission 10:45 a.m. Netorking & Refreshment Break In the U.S., the number of mergers and acquisitions announcements rose 14.8% to 9,964 in 2004 and spending on deals shot up 43.7% to U.S. $777 billion. It as the best overall performance for U.S. M&A since the record-breaking market of FactSet Mergerstat LLC s M&A Roundup in 2004, January 3, 2005 To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

5 PANEL DISCUSSION 11:15 a.m. Determine the Effects of Federal and State Regulatory Challenges for Utilities What state and federal regulatory issues ill make the most impact on generation acquisitions in the near and distant future? Impact of PUHCA on combined utilities and non traditional investors Role of Sarbanes-Oxley in M&A and its effects u Ne compliance issues that are no considered in due diligence u Changes accountants need to make in integration of acquisitions u Sarbanes-Oxley s effects on companies public statements u Effects of Sarbanes-Oxley on proposed M&A transactions domestically and internationally u Strategic implications of Sarbanes-Oxley and ho it may affect the timing of deals u Environmental rules and changes affecting utility property values Moderator: Joseph Ronan, Senior Vice President, Governmental Affairs, Calpine Corp. Paul Barry, Vice President, Mergers and Acquisitions, Duke Energy Corporation Jennifer Kreischer, Partner, PriceaterhouseCoopers LLP William J. Harmon, Attorney, Jones Day James O Brien, Partner, Baker & McKenzie David B. Smith, Jr., Assistant Director, US Securities and Exchange Commission 12:45 p.m. Luncheon 2:00 p.m. International Market Impact on US M&A International investor focus on domestic poer plants Identify emerging opportunities for foreign investors Impacts of currency exchange rates on US appetite for foreign assets and visa versa Bradford Nordholm, Chief Executive Officer, TYR Energy To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

6 2:45 p.m. Factors Driving Future Consolidation Which mergers have been successful and hy? Potential barriers and enablers of consolidation Main value drivers and value potential from consolidation Ho does the mix of businesses and skill sets effect consolidation going forard? The affect of current lo cash costs, and high equity and assets valuations on consolidation The effect of evolving regulatory issues Ho ill market design and operation effect consolidation? David Campbell, Executive Vice President, Corporate Planning, Strategy, and Risk, TXU Corp. Paul Dabbar, Vice President, Global Mergers & Acquisitions, JPMorgan 3:45 p.m. Netorking & Refreshment Break PANEL DISCUSSION 4:15 p.m. Outlook of Private Equity Activity in Rationale and investment objectives of private equity in the energy industry Structure and leverage considerations of recent transactions Role of private equity consortium/strategic financial partnerships in M&A Role private investors are taking in M&A What makes private investors interested? Emerging role of hedge funds in M&A activity Moderator: Tom Flaherty, Senior Vice President, Booz Allen Hamilton John Diggins, Executive Vice President, Platinum Equity, LLC Jeff Hunter, Senior Managing Director, US Poer Generating Company, LLC Jim Metcalfe, Managing Director, Co-Head Global Poer M&A, Lehman Brothers Raymond Wood, Managing Director, Credit Suisse First Boston LLC To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

7 5:30 p.m. Close of Day One 5:30 6:30 p.m. Cocktail Netorking Reception Hosted by: Join colleagues and friends in a relaxed setting. DAY TWO: Wednesday, June 29, :30 a.m. Continental Breakfast 8:00 a.m. Chairman s Revie of Day One William Massey, Former Commissioner, Federal Energy Regulatory Commission; Partner, Covington & Burlington Effective Deal Structures and Implementation for a Successful M&A 8:15 a.m. Best Practices for Structuring Utility Acquisitions Learn about deal structures for use in the utility sector Special issues raised by in-bound acquisitions of US utilities by European buyers or acquisitions by private equity funds The most tax-efficient structures Identify potential deal killers Legal issues to spend time on early in the deal Prospects and likely timing for changes in la that could act as pivot points in ho the market develops Keith Martin, Partner, Chadbourne & Parke LLP To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

8 PANEL DISCUSSION 8:45 a.m. Determine if M&A Adds Value to a Company Identify hich mergers have been most successful and hy Benefits of being a big company Are companies that have been merged and acquired more efficient? Ho ill the market continue to gro? Will M&A change the market structure? Determine hat integrated companies should do ith their unregulated generation company affiliates Moderator: Laurie Coben, Managing Director and Head of the Global Poer Group, Merrill Lynch & Co., Inc. John Loyack, Senior Vice President and Chief Financial Officer, PNM Resources, Inc. Raffiq Nathoo, Senior Managing Director, The Blackstone Group, Inc. Roger Wood, Managing Director, Citigroup Inc. 10:00 a.m. Netorking & Refreshment Break PANEL DISCUSSION 10:30 a.m. Impact of Company Credit Ratings on M&A Affects of a company s credit rating in a merger What executives should think about hen it comes to credit ratings Ho do credit ratings help a company improve? Moderator: John Lynch, Director, Merrill Lynch Peter Rigby, Managing Director, Standard & Poor s James Hempstead, Vice President, Senior Credit Officer, Moody s Investors Services Glen Grabelsky, Managing Director, Fitch Ratings To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

9 11:45 a.m. Best Practices for Successful Integration Effectively planning and executing a successful integration Real lessons learned from previous M&A transactions Establish integration priorities Where are the risks to success? Synchronize integration ith deal progress Tom Flaherty, Senior Vice President, Booz Allen Hamilton 12:15 p.m. Evaluating Distribution of Benefits Determine financial benefits of the merged company s savings Qualify estimated benefits Who gets the benefits? Shareholder vs. ratepayer Ho should the benefits be allocated? Edard Hurley, Chairman, Illinois Commerce Commission 1:00 p.m. Close of Conference Get your complimentary one year subscription to Public Utilities Fortnightly! Register by May 13, 2005, and receive your one-year subscription along ith a $400 discount off the registration fee. Missed the deadline? You can still purchase a subscription to Public Utilities Fortnightly for only $100. Sign up today and take advantage of this opportunity! To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

10 Maximize Your Netorking Opportunities PANEL DISCUSSION Join PriceaterhouseCoopers, Chadbourne & Parke LLP, and others in shocasing your products and services to senior-level decision makers. Platts 2nd Annual Utility M&A Conference offers you several compelling choices to maximize your 2005 marketing dollars. Luncheon Netorking Break Host Branded Product Giveaays Exhibitor To learn more about sponsorship opportunities, please call Lorne Grout at or him at Cocktail reception hosted by: Lanyards sponsored by: Don t Miss Platts Upcoming Energy Events! As the orld s largest and most authoritative source of energy industry information and services, Platts has a host of exceptional energy conferences and events on the ay. Some of these conferences include: Ethanol Finance and Investment, May 25 26, 2005, Chicago, Illinois 4th Annual Liquefied Natural Gas, May 12 13, 2005, Houston, Texas 2nd Broadband Poer Lines, May 12 13, 2005, Washington, D.C. 3rd Annual Cyber Security for Utilities, May 19 20, 2005, Houston, Texas For a complete brochure, further information, or to register for any of the conferences, please call toll free or outside the U.S. You may also register and obtain further information at our ebsite:.events.platts.com To register or to obtain more information, visit the 2nd Annual Utility M&A Conference eb site at.platts.com/events/pb528/index.html

11 Conference and Registration Details Platts 2nd Annual Utility M&A ill be held June 28 29, 2005, at the Millennium Broaday Hotel, Ne York City, NY. Registration Fees Register for one of the options belo: Early Bird Standard Commercial $1,395 $1,795 Government $1,095 $1,095 The conference registration fee is payable in advance and includes breakfasts, luncheon, refreshments, reception, and conference documentation. Discounts Early-Bird Discount: Applies to registrations received on or before May 13, Team Discount: Your organization may send 1 executive FREE for every 3 delegates registered. All registrations must be made at the same time to qualify. Partnership Opportunities For sponsorship information, please contact: Lorne Grout Business Development Manager Tel lorne_grout@platts.com Spouse or Significant Other: If you ould like to bring your spouse or significant other to any of the conference meals or receptions, there ill be a nominal charge of $75 per person. To register your guest, please contact the registrar at prior to arriving in Ne York City. Hotel Accommodations Millennium Broaday Hotel 145 West 44th Street Ne York, NY Tel (direct) (toll-free in the U.S.) A block of rooms has been reserved for the Platts 2nd Annual Utility M&A Conference participants at a rate of $259/night, classic rooms. Availability is limited, so call prior to June 6, 2005 to receive your discounted rate. Reserve by calling (toll free in the US) or (direct) and be sure to mention that you are attending the Platts 2nd Annual Utility M&A Conference. Substitution and Cancellation Your registration may be transferred to a member of your organization up to 24 hours in advance of the conference. Cancellations received in riting on or before June 17, 2005 ill be refunded, less a $195 administration charge. No refunds ill made after this date. In case of conference cancellation, Platts liability is limited to refund of the conference registration fee only. Platts reserves the right to alter this program ithout prior notice. Attire Business # REGISTRATION CARD YES! Please register me for the 2nd Annual Utility M&A Conference! I am registering for the EARLY BIRD DISCOUNT. I am registering for the GOVERNMENT RATE. I ould like to take advantage of the one-year subscription to Public Utilities Fortnightly (free if registered by May 13, 2005). We ould like to take advantage of the TEAM DISCOUNT (see left for details). PRIORITY CODE: (appears belo mailing address) 1. NAME POSITION 2. NAME POSITION 3. NAME POSITION 4. NAME POSITION COMPANY ADDRESS DIVISION CITY STATE/COUNTRY ZIP/POSTAL CODE TELEPHONE FAX AUTHORIZED SIGNATURE PAYMENT INFORMATION: Payment in full is required to process registration Enclosed is a CHECK for payment in full (No personal checks accepted) CREDIT CARD: Visa MasterCard American Express CARD # CARDHOLDER NAME CARDHOLDER SIGNATURE Five Easy Ways to Register! 1. Visit.platts.com/Events/PB528/index.html 2. Call toll free (outside the US: ) 3. Fax registration@platts.com 5. Mail Registration Dept., Platts, 24 Hartell Ave., 3rd Floor, Lexington, MA Register 3 Get 1 PB524 FREE EXP. DATE Platts takes your privacy seriously. We collect and use personal information to provide you ith our Information services, conduct market research surveys and contact you ith details of services that e offer. Tick the box to the left if you prefer not to receive information about Platts.

12 Register by May 13 and save $400 2nd Annual Utility M&A Conference Market Trends, Transaction Drivers, Investor Expectations, and Successful Implementation June 28 29, 2005 Millennium Broaday Hotel Ne York City, NY.events.platts.com 24 Hartell Avenue Lexington, MA PRSRT STD U.S. Postage PAID Gallery

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