27th Annual Exnet

Power and Gas M&A Symposiuman SNL Energy National Conference

January 28-29, 2014 • New York, NY Pre-Conference Workshop, January 27

Gold Sponsor Silver Sponsors Supporting Sponsor

Program Committee Media Partner

www.snlcenter.com/UMA

One SNL Plaza Charlottesville, VA 22902

While mergers and acquisitions among regulated utilities have become less frequent as the universe has contracted, a broader look at the sector, encompassing non-regulated generation, retail energy marketing and other related businesses, reveals a steady flow of deal activity. M&A continues to be an important part of many companies’ strategies, and pressure to grow has never been greater, resulting in a high volume of asset acquisitions and considerable interest in merger opportunities that arise. Much of the activity is coming from auctions, new business lines and alternative generation sources. Divestitures also have been a big driver of asset level activity, as companies seek to re-balance their business mixes. Throughout the Symposium, you’ll gain critical insight into how M&A can be used to support your growth strategy. We look forward to seeing you there.

Michael J.B. CarterDirectorSNL Energy

William S. LambPartnerBaker Botts LLP

John G. KlaubergPartnerBracewell & Giuliani LLP

Thomas J. Flaherty IIIPartnerBooz & Co.

27th Annual Exnet

Power and Gas M&A Symposiuman SNL Energy National Conference

Speakers and PanelistsStephen Arata, CFO, Caiman Energy

James Bartlett, President, LS Power Equity Advisors

Terry Bassham, CEO, Great Plains Energy

George W. Bilicic, Vice Chairman, Investment Banking, Global Head of Power, Energy & Infrastructure, Lazard Ltd

Michael J.B. Carter, Director, SNL Energy

Arthur Crozier, Chairman, Innisfree M&A Inc.

Ronald J. DeGregorio, Senior Vice President, Exelon Power

John Dingle, Partner, Thorndike Landing LLC

Thomas J. Flaherty, III, Senior Partner, Booz & Co.

John Flynn, Executive Vice President, Strategic Planning and Project Development, American Transmission Company

Roger Garratt, Director, Acquisition and Emerging Technologies, Puget Sound Energy

Rudolph W. Giuliani, Partner, Bracewell & Giuliani LLP

Barrett Golden, Founding Member, Joele Frank

Scott Harlan, Managing Partner, Rockland Capital

C. Gregory Harper, Senior Vice President, Midstream, Southwestern Energy

Jeffrey R. Holzschuh, Chairman, Institutional Securities Group, Morgan Stanley & Co., LLC

Jay D. Horine, Managing Director and Head of Investment Banking for North American Energy, JP Morgan Chase & Co.

Todd Jirovec, Partner, Booz & Co.

Steven R. Jones, Managing Partner, Tudor, Pickering, Holt & Co.

James J. Judge, Executive Vice President and CFO, Northeast Utilities

Joseph T. Kelliher, Executive Vice President, Federal Regulatory Affairs, NextEra Energy, Inc.

Badar Khan, President and CEO, Direct Energy

John G. Klauberg, Partner, Bracewell & Giuliani LLP

William S. Lamb, Partner, Baker Botts LLP

John Lange, Global Head, Power and Utilities Group, Barclays Capital

Cristin Lyons, Partner and Transmission, Distribution and Smart Grid Leader, ScottMadden, Inc.

Jeremy R. Maguire, Vice President, Corporate Development, PPL Corporation

Robert Mancini, Managing Director and Co-Head, Carlyle Power Partners

Marc E. Manly, Executive Vice President and President – Commercial Businesses, Duke Energy

Darren J. Olagues, President, CLECO Power LLC

Stuart Pearman, Partner and Energy Practice Leader, ScottMadden, Inc.

Eddie Peebles, Vice President, Corporate Development, Entergy

Mark A. Radtke, Executive Vice President and Chief Strategy Officer, Integrys Energy Group

Joseph Sauvage, Vice Chairman, Head of Global Power, Citigroup Global Markets Ltd

Robert S. Shapard, Executive Chairman and CEO, Oncor Electric Delivery

Michael Skelly, Founder and President, Clean Line Energy Partners

Antonio Smyth, President, Transource Energy

John W. Somerhalder, II, Chairman, President and CEO, AGL Resources Inc.

Rick Starkweather, Partner and Regulatory Practice Leader, ScottMadden, Inc.

Sean Trauschke, President, OG&E and CFO, OGE Energy Corporation

Laura Tyson, Partner, Baker Botts, LLP

Chris Vlahoplus, Partner and Clean Tech & Sustainability Practice Leader, ScottMadden, Inc.

Roger Wood, Managing Director, Moelis & Co.

Jeffrey Yuknis, COO, Exelon Transmission Company

DAY ONE – Tuesday, January 28 7:30 am – Registration and Continental Breakfast

Sponsored by

8:45 am Welcome and Introductions

9:00 am Views from the Top

• What are the biggest challenges facing electric and gas utilities today?

• How are regulatory, economic and technological changes affecting the utility business model?

• Where will growth come from?• How can a company best prepare for a merger or

acquisition? What is your view of what has worked and what has not?

• Are the drivers for mergers today similar or dissimilar to those of the past?

• Is there greater risk in transacting today vs. prior years?• In what direction should U.S. energy policy be moving?

10:30 am Networking Break

Sponsored by

11:00 am Investment Banking Overview

• What are the key drivers of consolidation in the energy industry today? What other factors are driving M&A?

• How can M&A be incorporated into a growth strategy?• What segments of the industry are likely to see the

most M&A activity?• What is the effect of cash-rich balance sheets and the

current financing environment on M&A activity?• How would an increase in interest rates affect levels of

activity and valuations?• What are the key political and regulatory barriers to

M&A activity in this sector?• Are the investment “deadlines” of private equity likely

to stimulate activity?• Are “auctions” the new normal?

12:15 pm Luncheon

12:45 pm Luncheon Address - Public Policy Forecast for Energy in the Current Political Climate

Rudolph W. Giuliani, Partner, Bracewell & Giuliani LLP

1:30 pm Capturing the Value from the Deal

• How do companies establish the right expectations for post-close operations?

• What is necessary to design an operating model that advances the business?

• How do companies enable the full capture of deal synergies?

• Successful vs. unsuccessful integration

PRE-CONFERENCE WORKSHOP Monday, January 27Energy Industry Update: Strategic Themes and Insights for the Power and Gas Industry

Presented by

1:00 pm Welcome and US Energy Utility Industry: Top Five Strategic Themes

1:20 pm Evolution of the Utility Business Model

• What are the drivers of change and where will they be most evident?

• How will business models evolve? How should they?• How should utilities respond to these forces –

i.e., what do we do Monday morning?

2:30 pm Networking Break

2:45 pm Renewables: Impact on Industry Economics

• What does the increasing presence of renewables mean for returns on and of capital? For renewables? For other assets?

• How do the various mechanisms mesh: RPS, energy markets, capacity markets, etc.

3:40 pm Networking Break

4:00 pm Evolution of the Regulatory Model

• How will the stress points created by evolving business models and new technologies impact the regulatory compact?

• To what degree is this compounded by flat sales and significant ongoing investments?

• What new regulatory model innovations are emerging?

5:00 pm Workshop Concludes

Stuart PearmanPartner and Energy Practice Leader, ScottMadden, Inc.

• How do you overcome differences in culture?• How do companies position the transaction from a

regulatory perspective?

2:30 pm Capitalizing on Alternative Energy Strategies

• Is the solar production capacity overhang here to stay, or just temporary?

• Has the game changed regarding utility-scale solar?• What is the outlook for wind generation and the ability

to secure PPAs?• What is the future of the PTC and other government

subsidies and what are the resulting implications?• Utility-owned generation vs. PPA• What are the principal challenges moving renewable

power to load centers?

3:30 pm Networking Break

Sponsored by

3:45 pm Developments in Electric Transmission

• Given the level of interest in investing in electric transmission, why haven’t we seen more transactional activity in this sector?

• Why have joint ventures become popular?• How have FERC Order 1000 and the recent FERC ROE

cases impacted investment in transmission?• What is the outlook for acquisition and divestiture

transactions in the transmission sector? Have joint ventures reduced the drivers for transactions?

• Are the challenges facing utilities and non-traditional players different?

5:00 pm Shareholder Activism in the Energy Sector

• Shareholder activism has increased significantly in the energy sector over the past few years

• What companies have activists targeted and what have they advocated?

• Affects on corporate strategy• What should companies be doing now in response to

increased activism?

5:30 pm Evening Cocktail Reception

DAY TWO – Wednesday, January 29 7:30 am – Continental breakfast

8:45 am Generation Capacity for Utilities, IPPs and Merchant Plants

• How has the sustained low price of natural gas impacted valuations and transaction activity, as well as renewable generation development?

• What is the secondary market for coal plants? What are the market implications of substantial coal

retirements? What opportunities are available for coal to gas conversions?

• How is the uncertainty around environmental regulation impacting transactions? What effect is this having on renewable generation?

• To what extent are synergies between retail energy marketing and merchant generation driving M&A transactions? Have expected synergies been achieved?

• Will consolidation of nuclear plant operations continue?

10:00 am Networking Break

10:15 am The Midstream Sector

• How does the future midstream sector look compared to today’s model?

• Is there logic for utilities considering midstream participation?

• How can utilities justify making the jump to a new sector?• What trends in asset transactions are bleeding over

into traditional utilities?• How is the MLP structure positioned to survive?• Will the MLP structure have any application in the

traditional utility businesses?• What are the opportunities for diversification into

the sector?

11:30 am Alternative Strategies to Traditional M&A Deals

• What is a “virtual” merger and when is it possible?• Are there tangible benefits from “virtual” mergers?• What are the reasons compelling companies to pursue

alternative strategic transactions? • How do “virtual” and “full” combinations differ? • Are “spins” the next dimension of deal making?• Is creative restructuring emerging as the “next big wave”?

12:30 pm Program concludes with a buffet lunch

When and WhereJanuary 28-29, 2014Pre-Conference Workshop January 27

Ritz Carlton Battery Park New York, NY www.ritzcarlton.com/BatteryPark

How to Registerwww.snlcenter.com/UMA(888) 991-7786

Program Fee$1,795 ( $1,595 for each additional registrant

from the same company)

Pre-Conference Workshop: $495Your registration includes all conference materials, continental breakfast and lunch both days, and the evening cocktail reception at the end of Day One. Registration for the pre-conference workshop covers that day’s activities only.

THE ESSENTIALS

Professional Development CreditsCFA Institute:Jan. 27 Pre-Conference - 3 hours Jan. 28-29 Symposium - 9.5 hours

CPE Credit:Jan. 27 Pre-Conference - 3.5 hours Jan. 28-29 Symposium - 11.5 hours

Details are available online.

PAST ATTENDING ORGANIZATIONS INCLUDE:

AES Corporation

AltaLink

Ameren

American Electric Power

Arizona Public Service Co.

Atlantic Power Corp.

Bentek Energy

Brookfield Renewable Power

Calpine Corporation

Capital Power

CenterPoint Energy

Chastain Energy

Chesapeake Energy Corp.

Clean Line Energy Partners

CMS Energy

Cogentrix Energy

Concentric Energy Advisors

Covanta Energy

Dayton Power and Light Co.

Devon Energy Corp.

Dominion Resources

Duke Energy

Edison Electric Institute

Energy Future Holdings

Energy Investors Fund

Entergy

Florida Power & Light Co.

GDF SUEZ Energy

Good Energies

ITC Holdings

Laclede Gas

Lakeside Energy

Liberty Power

Marubeni Power International

MDU Resources Group

MISO

Mitsui & Co. (U.S.A.)

Montana-Dakota Utilities Co.

National Grid

New York Power Authority

Noble Environmental Power

NRG Energy

NV Energy

Optim Energy

Osaka Gas Energy America

Pacific Gas and Electric

Perennial Power Holdings

Piedmont Natural Gas

PNM Resources

Progress Energy

PSEG

Puget Sound Energy

San Diego Gas & Electric

Sempra Energy

Sigma Energy Solutions

SNC-Lavalin Thermal Power

Southern Company

Southwest Generation

Spectra Energy

State Grid US Representative Office

TECO Energy

Tennessee Valley Authority

Tyr Energy

U.S. Energy Association

UIL Holdings

UniSource Energy

US Power Generating Co,

Vectren Corp.

Sponsorship Opportunities:Contact Brian Hodges at bhodges@snl.com, or (434) 951-7628

One of the best events in the industry.” – Managing Director, Huron Consulting Group

Timely, useful insights from a broad spectrum of participants.” – SVP, Concentric Energy Advisors, Inc.

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