Cleco announces Louisiana board members
New board to convene once company's strategic transaction closes
Expanded Louisiana presence on board
PINEVILLE, La. - Cleco Partners today announced that five Louisiana residents will be appointed to Cleco's board of directors effective upon completion of the acquistion of Cleco by the North American investor group led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation, with John Hancock Financial and other infrastructure investors (collectively known as the investor group or Cleco Partners).
The new board will include Peggy Scott of Baton Rouge, Rick Gallot of Ruston, Randy Gilchrist of Lecompte, Bruce Wainer of Metairie, and Darren Olagues of Alexandria, who will become Cleco's president and chief executive officer following the closing of the transaction. The remaining seven board members will be representatives from the investor group. Scott will serve as board chair.
"Keeping Cleco a locally-managed, Louisiana-focused company is very important to us," said Andrew Chapman, senior managing director of Macquarie Infrastructure Partners Inc., which is the manager of Macquarie Infrastructure Partners III. "We are pleased to have secured such an impressive group of directors representing different regions of Louisiana. These individuals will each bring a valuable perspective to the board through their broad range of expertise and experience."
Peggy Scott recently retired from Blue Cross Blue Shield of Louisiana, the state's oldest and largest health insurance company, where she held several roles including executive vice president, chief operating officer, chief financial officer and treasurer. She holds an Executive MBA from Tulane and a Bachelor of Science degree in accounting from LSU.
"Setting a strategy that continues Cleco's focus on customers, growth and operations will be the primary function of this board, which I will be honored to lead," said Scott. "We will move Cleco forward while retaining its Louisiana heritage and staying true to the values that have made Cleco the strong company it is today."
Rick Gallot recently served as a Louisiana State Senator for District 29 where he held the position of vice-chairman of the Commerce Committee and member of the Agriculture and Revenue and Fiscal Affairs Committee. He previously served as a member of the Louisiana House of Representatives for District 11 where he held the position of chairman of the House and Governmental Affairs Committee and was a member of the House Executive Committee. Gallot is an attorney from Ruston. He graduated with his Juris Doctorate from Southern University School of Law in Baton Rouge.
"It is an honor to be selected as a member of Cleco's board of directors," said Gallot. "I am committed to the growth of business and industry in Louisiana and fully support the work Cleco does with our communities and state to help Louisiana realize its full-growth potential."
Randy Gilchrist is president and chief executive officer of Gilchrist Construction Company (GCC), a central Louisiana-based infrastructure contractor specializing in road and bridge construction. Since 1985, under Gilchrist's leadership, GCC has grown from a small-site work contractor to one of Louisiana's leading highway contractors. He has served as the president of Louisiana Associated General Contractors Inc., chairman of Driving Louisiana Forward and chair of the Central Louisiana Chamber of Commerce, among others.
"I am pleased to join the Cleco board and represent local businesses," said Gilchrist. "I have grown up in Cleco's backyard and understand the value it brings to our area and state. I am committed to ensuring Cleco's position in our communities remains strong in the upcoming years."
Bruce Wainer is chief executive officer of Wainer Companies, a family-owned commercial and residential development company in New Orleans and St. Tammany Parish. In addition, he serves as chairman of the Northshore Business Council, an alliance of St. Tammany Parish business owners.
"Cleco has held a respected position in our communities and state for over 80 years," said Wainer. "I am proud to be associated with a company that is committed to community growth through its corporate giving and employee participation. We will continue to build upon Cleco's past for the benefit of all Cleco stakeholders."
Olagues, who began his career in the electric utility industry at Exelon, currently serves as president of Cleco Power, the regulated electric utility subsidiary of Cleco Corporation. He served as chief financial officer for Cleco Corporation for four years after beginning his career with Cleco as senior vice president of Cleco Midstream Resources, Cleco Corporation's unregulated business subsidiary. Olagues earned his undergraduate degree from Tulane University.
"I am extremely honored to be a part of the board and considered as the next leader of Cleco," said Olagues. "During the last nine years at Cleco, I have seen employees do extraordinary things that have set this company apart from other larger utilities. Together, we will continue to build on Cleco's successful past that others who have come before us have created."
The investor group has made more than 75 commitments related to the Cleco transaction through Louisiana's regulatory process. Included in the commitments is a promise to maintain at least four directors from Louisiana, including the chair and chief executive officer. The investor group has exceeded that commitment by naming five Louisiana members, including the chief executive officer.
"The opportunity for strong members of the community to join Cleco's board of directors, share their opinions and viewpoints, and have a real stake in the governance of the company going forward is very important to us." said Lincoln Webb, senior vice president, private markets for bcIMC. "No one is better placed to understand important local issues and necessities than residents living and working in these communities every day."
Please note: Statements in this press release include "forward-looking statements" about future events, circumstances and results within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including, without limitation, statements containing the words "may," "might," "will," "should," "could," "anticipate," "estimate," "expect," "predict," "project," "future", "potential," "intend," "seek to," "plan," "assume," "believe," "target," "forecast," "goal," "objective," "continue" or the negative of such terms or other variations thereof and similar expressions, are statements that could be deemed forward-looking statements. These statements are based on the current expectations of Cleco's management.
Although Cleco believes that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks and uncertainties that could cause the actual results and events in future periods to differ materially from Cleco's expectations and those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. Risks, uncertainties and other factors include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; or could otherwise cause the failure of the merger to close; (ii) the failure to obtain Louisiana Public Service Commission approval required for the merger, or required Louisiana Public Service Commission approval delaying the merger or causing the parties to abandon the merger ; (iii) the failure to obtain any financing necessary to complete the merger; (iv) risks related to disruption of management's attention from Cleco's ongoing business operations due to the merger; (v) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Cleco and others relating to the merger agreement; (vi) the risk that the pendency of the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the merger; (vii) the fact that actual or expected credit ratings of Cleco or any of its affiliates, or otherwise relating to the merger, may be different from what the parties expect; (viii) the effect of the announcement of the merger on Cleco's relationships with its customers, operating results and business generally; (ix) the amount of the costs, fees, expenses and charges related to the merger; (x) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Cleco that could interfere with the merger; (xi) future regulatory or legislative actions that could adversely affect Cleco; and (xii) other economic, business and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of Cleco. Therefore, forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on any forward-looking statements.
Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in Cleco's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2014, which was filed with the Securities and Exchange Commission on Feb. 27, 2015, under the headings Part I, Item 1A, "Risk Factors," Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in subsequently filed Forms 10-Q and 8-K. All subsequent written and oral forward-looking statements attributable to Cleco or persons acting on its behalf are expressly qualified in their entirety by the factors identified above. The forward-looking statements represent Cleco's views as of the date on which such statements were made and Cleco undertakes no obligation to update any forward-looking statements, whether as a result of changes in actual results, change in assumptions, or other factors affecting such statements.
Macquarie Infrastructure and Real Assets (MIRA) is the world's leading infrastructure asset manager with growing portfolios in real estate, agriculture and energy. MIRA manages more than $101 billion of assets under management invested in more than 120 portfolio businesses, ~300 properties, ~ 3.6 million ha of farmland. MIRA is part of Macquarie Group, a leading financial services provider across a diverse range of sectors around the world. Founded in 1969, Macquarie Group is listed on the Australian Stock Exchange and has operations in 28 countries and has a total of $370 billion in assets under management.
With C$123.6 billion of managed net assets, the British Columbia Investment Management Corporation (bcIMC) is one of Canada's largest institutional investors within the global capital markets. Based in Victoria, British Columbia, bcIMC is a long-term institutional investor that invests in all major asset classes including infrastructure and other strategic investments. bcIMC's clients include public sector pension plans, public trusts, and insurance funds.