Journal of Financial and Strategic Decisions Volume 11,
Number 1 Spring 1998
UTILITY MERGERS AND THE COST OF CAPITAL
S. Keith Berry Hendrix College
INTRODUCTION
Much work has been done on the impact of mergers
and acquisitions on the shareholders of both acquiring and target
firms (see Asquith et al. [1983], Bradley et al.[1988], Jarrell and
Poulsen [1989], Jensen and Ruback [1983], and Travlos [1987]). Those
studies generally indicate favorable stock price responses for
target firms, and slight, to no, stock price response for acquiring
firms. Recent interest has been focussed on utility mergers and
impacts on share prices, with similar conclusions obtained (see
Bartunek et al.[1993], Ray and Thompson [1990]). Bartunek et al
found that acquirers experience wealth losses, while targets
experience gains, and that the results are not as favorable as for
either as compared with non-utility acquisitions.1 Ray and Thompson
examined four electric utility mergers and found that three of them
exhibited positive wealth gains for both acquirer and target
shareholders.
There are two significant differences in mergers between
non-utility firms and mergers between utility firms. First, utility
mergers are subjected to a much a higher level of regulatory
scrutiny, at both the state and federal levels. Second,
merger-induced efficiency gains and/or cost savings are generally
passed on to customers rather than retained by shareholders (see
Bartunek et al. [1993], Ray and Thompson [1990], Norris [1990],
Studness [1989], and Studness [1996] for discussion of these two
points).2 Because of this second point it is not surprising that
utility shareholders do not gain as much as non-utility
shareholders. Additionally, utility shareholders lose flexibility in
terms of their portfolio allocations between the two pre-merger
utility stocks, and have, in essence, forced portfolio allocations,
based on the relative sizes of the two utility companies. This can
result in an increase in the cost of equity, and cost of capital, of
the merged utility, which in a regulated environment is ultimately
flowed through to the customers (see Bonbright et al. [1988] and
Morin [1994] for a discussion of cost of capital methods employed by
regulators). Thus, in utility mergers, although there may be
significant gains in operating efficiencies and cost savings inuring
to the benefit of customers, consideration should be made of the
offsetting increase in the cost of capital, which ratepayers
ultimately pay for.
This paper considers two different models for examining the
theoretical increase in the merged utility's cost of capital because
of the loss in portfolio allocation flexibility. This is done from
the perspective of a hypothetical investor with appropriate
portfolio efficiency frontiers and risk-return indifference curves.
In Section II, we consider a model (Model 1) where the portfolio
consists of just two utility stocks. Section III examines a model
(Model 2) where one of the utility stocks is not included in the
pre-merger portfolio. In both models it is demonstrated that the
utility merger will increase the merged utility's cost of
equity.
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