Guelph Speaks takes some time off during the holidays

By Gerry Barker

December 22, 2017

In the waning days of 2017 we are all busy preparing and sharing the Christmas and New Year’s holiday season.

Guelph Speaks (GS) is no different and will take time for needed computer maintenance and reflective down time.

It has been quite a year being capped December 10 with the merger of Guelph Hydro and Alectra Utilities. We still maintain that is the greatest giveaway of our most valued public and profitable asset ever experienced in the long 200-year history of our city.

As far as GS is concerned, the New Year will bring some interesting insights and news about the council approved deal that could change this path of consolidated absurdity.

This will be our last post until Tuesday, January 2 when we prepare posts commenting on events during the final year of the council’s mandate. The GS archives contain 922 posts that are available at guelphspeaks.ca since 2011 for information, a history of municipal affairs and perhaps some entertainment.

That totals 1,475, 200 words. It is the equivalent of 20 75,000-word novels.

I am thinking of using the posts to write a book about the management of Guelph including the people responsible from 2006 to present day. The time to organize the material is daunting but not impossible. I intend to turn over my archives to the Guelph public library’s reference department as a source of a very exciting time in our city’s history.

It is a running account of lies, secrecy, cover-ups, accomplishment and the personalities involved.

The New Year will bring a change in our city council. With the merger possibly closing next fall, the impact on the citizens, we predict, will galvanize the voters to express their objection of council’s past actions.

My wife, Barbara and I wish everyone a happy holiday and a healthy and prosperous New Year.

A special thanks to all those GS viewers who follow the blog, the only one in Guelph that challenges the administration and digs under the veneer of city-managed information to reveal the truth and the facts.

As usual, the blog remains open for comment regardless of the content taking a small vacation.

We’re back on the job Tuesday, January 2, 2018.

Best to all,

Gerry and Barbara Barker

 

 

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Grand Theft Hydro: How ten councillors gave away your $300 million Guelph Hydro

By Gerry Barker

December 18, 2917

Here is the anatomy of a $300 million Guelph Hydro giveaway when a lobotomy was needed.

Make no mistake, from the day the Strategies and Options Committee (SOC) was formed by council in 2016, the plan was to merge Guelph Hydro not sell it. When I asked the Mayor why there were no elected councillors on the committee. He replied: “Using a skills-based team is the most appropriate way to conduct this type of asset review.” Appropriate for whom?

Wednesday night was crucial for council to approve the merger. The majority voted to approve the merger knowing there was no looking back, no second chance to reconsider. Guelph now faces losing control, sold out its Hydro employees, all for receiving 4.63 per cent of 60 per cent of Alectra’s profits.

The Ontario Energy Board (OEB) must approve the final agreement. Closing the merger is expected to follow the OEB approval and the brand, Guelph Hydro, will disappear before the end of 2018.

The citizens have the right to object to the merger before the OEB.

The approved draft agreement, supported by ten councillors out of 13, allowed the city, through its defunct Guelph Municipal Holding Inc. (GMHI), one member on the 14-member Alectra Board of Directors, but not the Mayor or acouncillor.

Not only were there no elected officials on the SOC, but also council agreed to merge with Alectra without knowing the details of the final agreement, according to the Toronto-based Aird and Berlis lawyer, representing the City of Guelph. The lawyer warned council that if they approved the merger there was no reversing the approval.

The majority of council ignored his caution.

Names of the ten councillors who voted to give Guelph Hydro away

June Hofland, Mike Salisbury, Christine Billings, Cathy Downer, Karl Wettstein, Leanne Piper, Dan Gibson, Andy Van Hellemond, Mark MacKinnon and Mayor Guthrie.

They ignored the clear evidence that this merger was being rushed. They ignored that there was no rational benefit to the 55,000 Guelph Hydro customers. They ignored the methodology of secretly conducting the investigation over almost a year, beyond any real public participation.

Those ten councillors also ignored several appeals by concerned citizens to defer the decision until the final version of the agreement was revealed and debated. They denied the demand for a referendum to be held as part of the civic election in October next year.

Just for those reasons alone, they will be remembered as the gang that couldn’t shoot straight when logic escaped their judgment.

Here are the three councillors who voted against the merger: James Gordon, Phil Allt and Bob Bell. Apparently, these three representatives of the people had the courage to see through this hazy proposal that was nothing but a sales pitch to get control of Guelph Hydro without paying for it.

That is the essence of this merger that was planned and executed only in the interests of Alectra.

Council was used and subsequently believed that the future of Guelph Hydro was more important than the reality that the utility was a jewel that had great value to make a fair agreement on its terms, not that of Alectra.

The beginning of the march toward Guelph Hydro’s Waterloo

The SOC was formed by city council October 24, 2016 composed of Derrick Thomson, the newly appointed Chief Executive Officer of the City of Guelph, Pankaj Sardana, Chief Executive Officer of Guelph Hydro, who both acted as co-chairs of the committee. Also Robert Bell, Mark Goldberg and Richard Puccini were appointed to the SOC.

According to the news release, the SOC was charged to investigate and recommend opportunities related to maintaining the status quo as a standalone municipally-owned electricity distribution system (acronym LDC), or making a change, which could include buying, selling or merging.

The SOC provided council with a timetable of four phases of their preliminary investigations that would be completed in “early 2017.”

As it turned out, February 2017 was pivotal when the SOC mandate of selling Guelph Hydro, was removed as an option.

The plot thickens

Here is a coincidental series of events that occurred. Alectra Inc. was incorporated January 31, 2017.

The SOC committee personnel changed with Mr. Puccini stepping down. Hydro Chair Jane Armstrong replaced Co-Chair Pankaj Sardana and a Mr. Ault replaced Mr. Puccini.

A council meeting was held February 15, 2017 in which a motion was passed to drop the sale of Guelph Hydro as an option to consider. The vote was 7 to 5. This cleared the deck to only consider a merger with another utility.

On what advice or basis did council at this point make the decision?

Did the SOC recommend to city council to drop this option? Someone did, and the timing, two weeks after the Alectra incorporation opened the door for Alectra to craft a merger proposal that was not made public until October 18, 2017.

That was eight months after the decision not to sell Guelph Hydro.

Here is part of a report published October 25, 2016 in the Guelph Mercury that outlined the SOC’s committed task:

• Consulting with stakeholders;
• Investigating transaction options and approach; and
• Reporting to Council on recommended options and seeking Council’s direction on next steps.

Let’s talk about the claim of “consulting with the stakeholders.” The SOC, to the best of my memory, held all it’s meetings in closed-session including those with city council. With Mr. Thomson as Co-Chair of the SOC and the CAO, it’s difficult to know what information he passed to his staff and council.

After the Alectra merger announcement by the Mayor October 18, the city staff recommended approving the merger. Why would they do anything different? Their boss was the SOC Co-Chair and CAO of the city?

In that position, Mr. Thomson was effectively in control of the process along with his new Co-Chair, Jane Armstrong. Did either of them convince council to remove the Hydro sale option from consideration? As CAO, Mr. Thomson, wearing two hats, was positioned to be a major influence in recommending the dropping of the sale option.

The mystery exists. Who motivated council to eliminate the sale option February 15, 2017?

Given council’s majority of ten approving the merger, it is apparent many were out of the loop in understanding the effect of that decision although five councillors voted against removing the sale option last February.

We later learned that Mr. Puccini was not happy about the move and indicated that he was in favour of a sale of Guelph Hydro. His address to council the night of the approval meeting to decide the future of Guelph Hydro, was that he offered details of the benefits of selling the utility based on empirical evidenced of similar transactions in the LDC field.

Timing the rollout to curtail opposition

In my opinion, this was a carefully planned decision to merge with Alectra and targeted only at the 13 elected members of council. They had control and any opposition was blunted by deliberate release of some of the proposed merger agreement details just 12 days before the crucial council meeting last Wednesday.

Let’s talk about the possible incentives offered to certain members of council and possibly the SOC.

Why did this campaign to influence 13 members of council to approve an agreement that contained no substance, no tangible benefits to the Guelph Hydro customers and, most of all, the exercise was mostly conducted in secret. The council held a one hour closed-session right before the public meeting. Why was that necessary?

Some 29 delegates spoke at that meeting with 22 opposed and seven recommending the merger.

Of the seven, two were Alectra senior executives; a Brampton Alectra employee extolling how fair Alectra was to its employees; a VP representing Pearson International Airport saying how well Alectra performed its maintenance of the 40 megawatts facility; a steward of the Power Worker’s of Ontario that is attempting to take over as bargaining union of Guelph Hydro, and two representatives from Barrie, the mayor and a councillor saying how well the take over by Alectra has worked well with that city.

Their job was to reinforce the message to take over Guelph Hydro and, unfortunately it worked.

Councillors were briefed November 30, the day before the public release of the 245-page agreement report. The next day it was released and was only available Online.

It was a part of a strategy to deny the 55,000 customers of Guelph Hydro their right to see the completed signed document before the December 13 approval meeting. Councillors were also briefed the two days before D-Day in closed-sessions with Hydro CEO Pankaj Sardana.

It is mindful of a George Orwell novel in which the people were tightly controlled by the authoritarian authority and only received information that favoured the controlling class.

In my opinion, this turkey was hatched long before the Hydro customers had any say.

That friends, is dictatorship not a democracy. And there is no comfort to be gained when we are told that Guelph citizens paid $2.36 million to sell this deal with the bulk of it going the lawyer and accounting firms. Those public funds financed the Alectra deal.

So why? Why would ten members of council vote for this merger that has not only cost us $2.36 million but agreeing to give a $300 million asset in return for 4.63 per cent of only 60 per cent of Alectra’s profits with no firm numbers attached?

Why not top it off with a gift of $18.5 million from Guelph Hydro?

The final insult to the citizens who own Guelph Hydro was the $18.5 million “special dividend” that Guelph Hydro will pay the city when the deal closes in a year. That’s our money taken from a $22 million surplus of Guelph Hydro.

The council members who voted to give Guelph Hydro away, Mayor Guthrie denies it, saying: “We are not giving anything away.” Perhaps the Mayor did not understand the drastic step of giving away its publicly owned utility to a private corporation for a tiny interest in that corporation in the name of progress.

We should be interested learning about the two Tesla electricity storage sytems installed in Guelph as the Mauor has stated. Who owns these two sytems and where are they located?

Even though they cannot change their decision, next October those ten councillors will be asked to explain their decision during the civic election campaign.

That is if they choose re-election.

They are the gatekeepers of the city business, providing the checks and balances to maintain the trust that the citizens have placed in them. Instead they fell for a sales pitch to dump our treasured asset for a bunch of promises that have yet to be proven.

The damage is done now.

They don’t realize that from now on, the citizens will never trust them. They were professionally sucker-punched by experts and failed in their job to protect the stakeholder’s interests.

Were they naive?

Did powerful interests seduce them into believing the proposal was the best solution for the future of Guelph Hydro?

Or are they just bad listeners?

It doesn’t matter now; they fixed it so there’s no looking back.

Our only hope is to mobilize and make a case to lobby the OEB to reject this merger.

In my opinion, those ten councillors will eventually have to apologize for the their actions.

History can be so unforgiving.

 

The top reasons for city council to reject or defer the Guelph Hydro Merger

By Gerry Barker

December 11, 2017

With just two days before city council approves or rejects the alleged final agreement to merge Guelph Hydro with Alectra, there are some troubling aspects derived from an independent source and the mayor’s answers to the 46 questions we asked.

Yesterday, Guelph Speaks (GS) published a second unbiased and independent analysis by Toronto Lawyer Jay Shepherd, an expert on most matters concerning power and its distribution. We urge citizens to read Mr. Shepherd’s full analysis that is fair, transparent and informative. He takes no sides. The post may be reached by clicking on the title above today’s headling.

I personally want to thank him on behalf of all citizens and his reminder that the actual agreement wording is released before any final decision is made.

*            *            *            *

Muzzling the truth denying the details of the merger

GS took some of his diagnosis of benefits as outlined in the 245-page so-called final terms of the agreement as published December 1. The document was published Online, available only to citizens with a computer. GS was able to obtain a hard copy and was stunned at some of the content that was misleading and impossible to understand or be available to all 55,000 Guelph Hydro customers.

It was another deliberate tactic by the authors to use the Internet as an escape hatch to prevent full disclosure of the proposed merger.

According to Mr. Shepherd, he asked the Mayor, the Chief Administrative Officer, Guelph Hydro and Alectra for the agreements. He was referred to Pankaj Sardana, CEO of Guelph Hydro, and the designated spokesperson of all things merger. Sardana said the agreements are not final and cannot be shared. Shepherd stated that the secret final agreements have been provided to the Alectra Board of Directors, Guelph Hydro Board of directors and City Council.

But cannot be shared with the stakeholders who own Guelph Hydro.

*            *            *            *

GS Question: Are Guelph stakeholders receiving any immediate reimbursement for turning over Guelph Hydro and its assets to Alectra?

Mayor Guthrie: There are no incentives, and in my view, Guelph isn’t turning over anything. A merger would make Guelph a part owner of larger utility company. In a merged company, neither party would have complete autonomy, but Guelph would still have some ownership rights and protections set out in a shareholder agreement.

GS Comment: In that case, and thanks for answering a question that was not asked, is Guelph Hydro being given to Alectra with no payment other than a share of Alectra’s profits? Who operates our publicly owned power distribution system if council passes this incomplete agreement? There is no evidence that Guelph will retain ownership rights and protections as set out in the shareholder’s agreement. It is the agreement where citizens have no knowledge.

*            *            *            *

The consequence of approving the merger Wednesday night

Mr. Shepherd: Further, under OEB rules they (the agreements) will have to be made public when OEB approval is sought, although of course by then they will be signed, and Guelph will be legally obligated to complete the deal.  Public disclosure at that point doesn’t really help anyone.

GS Comment: Wednesday night it is crucial for council to approve the merger. If the majority votes for it, then there is no looking back. Guelph has lost control, sold out its Hydro employees all for getting 4.63 per cent of 60 per cent of Alectra’s profits. The city will be allowed, through its defunct Guelph Municipal Holding Inc. (GMHI) one member on the 14-member Alectra Board of Directors (not the Mayor or councillor). That’s like playing in the minors because we are not good enough for the big show.

*            *            *            *

GS Question: Why were no elected officials appointed to the SOC?

Mayor Guthrie: Using a skills-based team is the most appropriate way to conduct this type of asset review.

GS Comment: It appears that the Mayor did not have confidence in his council to be part of the Strategies and Options Committee (SOC.) it was selected to research and investigate a sale or merger of Guelph Hydro. It is reported that the law firm Aird and Berlis of Toronto was selected to handle the legal issues concerning the merger. That firm also previously represented Alectra in an application before the Ontario Energy Board;            there is no information about the accounting firm Grant Thornton LLP and its experience in assessing mergers and acquisitions.

*            *            *            *

Mr. Shepherd: Claim #2:  “Guelph Hydro will pay the City a special dividend of $18.5 million immediately prior to closing, without adversely affecting its regular annual dividend.”

The implication is that this is a benefit from the transaction.  It is not.

Guelph Hydro is currently managed conservatively, and so is underleveraged.  It doesn’t need a merger to pay $18.5 million out to the City, thus increasing Guelph Hydro debt and decreasing equity.  It could do that today.

It is not coming from Alectra.  It is coming from Guelph Hydro’s cash on hand, which at the end of 2016 was $22 million. The City is not better off initially under this transaction.  That is just not correct.

GS Comment: This is perhaps the most damaging reason to reject this merger. It was obviously crafted during the many closed-session meetings between Alectra and the SOC, representing the council. Now we can understand why the Mayor didn’t believe his council was qualified to be part of the SOC. He may be surprised Wednesday night when some of his council understands this naked attempt to mollify the undecided members of council and vote no deal.

*            *            *            *

GS Question: Who and how many third parties expressed an interest to the SOC to buy or merge with Guelph Hydro?

Mayor Guthrie: As stated in June 2 public notice “The committee had preliminary discussions with 14 local utility companies to learn how a potential merger could affect Guelph Hydro’s operations, financial position, infrastructure, ownership structure, organizational culture, and local electricity distribution rates.”

To protect competitive information about Guelph Hydro and the 14 utilities we engaged, all parties agreed not to disclose the identity or the reasons why a business transaction was or wasn’t pursued. This is a common practice.

GS Comment: If this was widely known by the stakeholders, why are so many surprised at the Mayor’s answer. Well, don’t be, because the mayor’s major communications tool is the Internet with the odd paid advertisement in the “City News” pages in the bi-weekly paper. Those ads are paid from the public purse.

Will the Mayor explain what he means by competitive information? Does Guelph Hydro compete with Kitchener or Cambridge power distribution systems?” It may be common practice in competitive businesses but this isn’t the case with a publicly owned utility.

There is competition among those corporations seeking to consolidate Local Community Distribution systems such as Enbridge, Hydro One, EPCOR and others. It is reasonable to expect that major corporations will make high priced offers. Mr. Shepherd points out that it is not reasonable to expect that Alectra – or any distributor, merged or standalone – will remain municipally owned forever.

In view of that, perhaps Guelph Hydro, the SOC, city staff and council should defer this decision in the event the utility may attract a good offer to purchase Guelph Hydro at a fair market price.

Claim #15:  Guelph customers will experience a lengthy list of customer service and other improvements, shown at page 29-30 of Att-2, the advisors report.

This seems to be somewhat oversold.

When you go down the list of supposed benefits from the merged utility, it would appear that virtually all of them are already in place at Guelph Hydro.  It is not clear where actual improvements are being proposed.  Are there any?

As is so often the case when companies that have a business goal are trying to get the public onside, a picture is painted that is the prettiest version of the transaction.  Claims are made, rosy forecasts are delivered as if factual, small things are treated as big, and any details that could undermine the narrative are either not made public, or glossed over.

That appears to be the case here.  This may be a good deal.  There are arguments on both sides.  However, it is important that those assessing the situation start with the actual facts, not hopes and dreams and maybes.

Or sales pitches.

• Jay Shepherd, December 9, 2017

*            *            *            *

Some final thoughts

What matters most is the will of the people to express their doubts about a possible corrupted piece of legislation. The reasons are clear why this attempt to takeover our standalone Guelph Hydro system is so flawed and contrived. It’s all about the money.

The real value of Guelph Hydro is estimated to be $300 million; the utility’s cashflow is more than $600 million annualy; council has already spent $2.36 million just orchestrating this deal; Guelph Hydro has cash reserves of $22 million.

And the council appointed Strategies and Options Committee recomends that we turn all of it over to Alectra for 4.63 per cent piec of 60 percent of its profits. Trouble is what does that mean in dividend dollars?

Only we the people can change it by influencing our elected councillors to just say: NO

Instead, save our Hydro system and its loyal employees until the right and fair agreement can be completed without the secrecy and insider influences that have made a mockery of our democratic rights.

Our last chance comes Wednesday night. By attending the meeting that starts at 6:30 p.m. at city hall, we can peacefully demonstrate that we don’t want this deal with Alectra.

Instead, council should listen to the people who have little opportunity to even discover what’s really in these agreements that are not being shared publicly.

If council approves these merger agreements, there is no recourse by the shareholders.

Not after the fact changes, no objecting and Guelph Hydro, as we know it, disappears.

Please show up and we’ll have a chance to stop it or at least defer it until the real facts are revealed. We can judge whether to approve it or start over again on the people’s terms and engagement.

Gerry Barker, Editor of Guelph Speaks

Guelph Hydro: Fifteen Claims

Introduction

Guelph Speaks brings you the second independent analysis of the alleged Guelph Hydro/Alectra merger agreement by Toronto Energy lawyer, Jay Shepherd. Mr. Shepherd’s expertise and experience presents an unbiased and revealing overview of the controversial merger between the two corporations.

On Monday, Guelph Speaks will present a timely review prior to Wednesday’s council meeting to approve or reject the merger agreement. It will be an overview of an agreement that has yet to be finalized according to Mayor Guthrie, the Chief Administrative officer, Derrick Thomson and Alectra.

Gerry Barker, December 9, 2017

Guelph Hydro: Fifteen Claims

Posted on December 9, 2017

by Jay Shepherd

Since my article on November 5^th analysing aspects of the Guelph Hydro Alectra merger, a number of readers in Guelph have asked me to look at the transaction further, particularly in light of the lengthy report tabled December 1^st to Guelph City Council.

The best way to do that is to look at the actual agreements.  That way the information is clear and precise, and is not filtered by the perspectives of those providing the information.

I asked the Mayor, the CAO, Guelph Hydro and Alectra for the agreements, but was told by Guelph Hydro CEO Pankaj Sardana (who was apparently designated to respond on everyone’s behalf) that the agreements are not final, and so cannot be shared.  I believe they have, however, been circulated to the Guelph Hydro and Alectra boards of directors, to City Council, and others, so they can’t be that confidential (40-60 people have probably seen them by now).

Further, under OEB rules they will have to be made public when OEB approval is sought, although of course by then they will be signed, and Guelph will be legally obligated to complete the deal.  Public disclosure at that point doesn’t really help anyone.

It thus appears that the primary reason to withhold public disclosure now must be so that the public doesn’t have all of the details of the transaction.

That is unfortunate, but it is what it is.  I will have to provide my commentary based on the report to City Council.

That report comes from a specific, pro-merger perspective.  For example, the Guelph Hydro lawyers providing the legal analysis are the same firm that represented Alectra in their merger application before the Ontario Energy Board.  While I’m sure they are trying to be objective (and they are a good firm that I know well), they have an obvious point of view.  No matter how well they may eliminate their bias in fact, it is pretty difficult for them to remove the perception of non-objectivity.

The commentary below takes several of the claims in the report to City Council, fifteen in all, and assesses how they match up with the facts.

I repeat my earlier comment that I do not have an opinion on this transaction.  This article is intended to provide information and analysis, but any interpretation that suggests I think the transaction is good, or not good, would be incorrect.  I strongly believe that it is the residents of Guelph whose opinion matters.  My opinion – even if I had one – does not.

Claim #1:  A merger between Guelph Hydro and Alectra is better for Guelph residents in the long term than Guelph Hydro remaining a standalone utility.

This claim is likely to be correct.

However, it is also highly problematic, because this comparison asks the wrong question.

Guelph Hydro as a standalone utility is probably not a viable long-term option.  As the electricity distribution sector expands and becomes more complex, smaller distributors will have a hard time keeping up.  Further, they will have a hard time recruiting the best people, which will put them even more behind the curve. In these respects, the discussion of “Utility 2.0” in the report and attachments is largely accurate.  We are entering a period of change.

Guelph Hydro is big enough to be a very good utility today.  As expectations on, and challenges facing, distributors increase in the next decade or so, Guelph Hydro will probably be at a disadvantage unless it increases in size through merger or acquisition.

This means that comparing any merger proposal to the standalone option starts out stacked in favour of the merger.  Size is going to matter.  Standalone is effectively a straw man.  It is not going to happen.

The fair comparison would be a merger with Alectra vs. a merger with Cambridge or Kitchener or Waterloo or Milton or Halton Hills or Oakville or Burlington, or even several of them.  The problem is that the residents of Guelph don’t know whether those possibilities were considered and, if so, what stood in the way of reaching agreement on any of those potential merger directions.

Without that information, it is impossible to know whether the Alectra merger is better than other  viable alternatives.  The public doesn’t know what other alternatives were available, and/or considered.  (It’s a secret.  Largely for legitimate reasons, but it’s still a secret.)

The only comparison given is to an option that is not viable.  Take this deal, or die.  That is not really useful.

Claim #2:  “Guelph Hydro will pay the City a special dividend of $18.5 million immediately prior to closing, without adversely affecting its regular annual dividend.”

The implication is that this is a benefit from the transaction.  It is not.

The “special dividend” has to be paid to adjust the debt equity ratio of Guelph Hydro to roughly 60/40, the standard for Ontario distributors.  Guelph Hydro is currently managed conservatively, and so is underleveraged.  It doesn’t need a merger to pay $18.5 million out to the City, thus increasing Guelph Hydro debt and decreasing equity.  It could do that today.  The effect would in all respects be exactly the same.

It is called a dividend only because that is the legal form that is used to effect the change.  It is not like a normal annual share of profits.  It is a catch up of prior year profits that have been left in the company and accumulated as equity.  It is not coming from Alectra.  It is coming from Guelph Hydro’ cash on hand, which at the end of 2016 was $22 million.

Where the analysis by the advisors says “Guelph is better off financially under a merger with Alectra  than on a standalone basis with ~$29 in additional cash through closing adjustments and dividends”, that is just bad math.  The $18.5 million dividend is not an improvement in the City’s financial position, and the $10.1 million in extra future dividends (see below) is speculative at best.

The City is not better off initially under this transaction.  That is just not correct.

Claim #3:  “Dividends are projected to exceed dividends under the “maintain full ownership” option by $10.1 million.”

It is not possible to confirm this.

Past dividends by Guelph Hydro to the City have been $3 million per year, and there is no reason to think that would end.  Based on current estimates of Alectra combined income, a 4.63% ownership by Guelph, and 60% payout, dividends look to be about $2.2 million per year to Guelph in the short run.

Without the backup calculations for the $10.1 million figure, it is not really possible to get to anything like that on the basis of public information.

Claim #4:  “GMHI will receive one permanent seat on Alectra’s board, and will have the right to appoint an independent director.”

This is correct, but it is important to understand what it means.  It is one, not two.

Guelph will appoint one member on the 13-member Alectra board.  It cannot be a councillor or the Mayor.  It must be an independent, and it is one person.

Further, it is important to note that the Alectra board doesn’t have the same close oversight of management as is currently the case with the Guelph Hydro board.  For example, Alectra is right now before the Ontario Energy Board seeking a 2018 rate increase of 1.3% to 4.2%, depending on rate class.  That request was not approved by the Alectra board.  That decision – what rates to request – has been delegated to Alectra management.

There is no information on whether the executive management team of Alectra will include anyone from Guelph.  I suspect it will not.

Claim #5:  “There are important restrictions on transferring shares, and therefore indirectly on privatization, in the USA.”

Assuming the new USA (unanimous shareholders’ agreement) is substantially the same as the existing one, this statement is correct.  Any significant minority of shareholders can block or slow down any process of privatization of Alectra.  (Some of the details of this agreement remain confidential, even today, but for good reasons.)

It is also true that some of the municipalities that own shares of Alectra are currently opposed to selling shares to the private sector.  Alectra has a small percentage of shares already held by an investment bank, for the OMERS pension plan, and some shareholders don’t want that non-municipal ownership increased.

There will, however, be strong pressure to privatize or partially privatize in order to monetize the value of the shares of Alectra.  At some point, high priced offers will be made by companies like Enbridge, and EPCOR, and others.  It is not reasonable to expect that Alectra – or any other distributor, merged or standalone – will remain municipally-controlled forever.

Claim #6:  “Rate increases are projected to be more moderate than they would be under the “maintain full ownership” scenario.”

This is probably not true.

As I have noted in my previous article, Guelph Hydro has a better record of controlling rate increases than Alectra does, and that goes back many years.

That is likely to continue into the future.  In their merger application, Alectra filed a forecast showing expected rate increases over the ten year “sitout” period of an average 1.74% per year (Exhibit JTC1.3 in that proceeding, for those keeping score).  That included a first year increase of 2.79%.

Alectra’s actual application for their first year rate increase is now in, and it is very close to that, an average of 2.84% for the three general service classes (residential, small business, and commercial/industrial).  Some of this is based on a predetermined formula which they can’t change, and the rest is extra money they have requested for additional spending they want approved. These new rates are not yet approved, but Alectra is pressing hard.

(I have excluded Horizon, because they are required to reduce their rates in 2018 due to an agreement reached with customers in 2014).

Guelph Hydro has also applied for 2018 rates, using the same formula.  Their average distribution rate increase will be 0.23%.  The reason is that, while they used the same formula as Alectra, they didn’t ask for any extra money.  Guelph Hydro has historically been able to live within its regular budget, without extras, and still make a good profit.

Alectra has made clear that they expect to seek extra money for additional spending each and every year during their ten year sitout period.  In total, they forecast that they will want approval for $500 million or so of incremental capital spending during that period, although that will change as circumstances dictate.

They don’t actually need the money, because they will have more than enough from the savings arising out of their merger.  Under the rules, though, they can keep the merger savings, and ask for extra rate increases to spend more as well.  There is no reason to think their tactics will change after bringing Guelph into the fold.

The graph at page 25 of the advisors’ report, which shows lower distribution revenue per customer under the merger scenario, appears to be based on inappropriate assumptions.  The basis of those assumptions has not been made public.  Where in that report at page 28 the advisors say Guelph customers can expect “Rate Increases Below Inflation”, that statement is inconsistent with the evidence of Alectra in their own merger application.

It is therefore more likely that rate increases will be higher under a merged utility than under a standalone utility, but it is really difficult to forecast the amounts with any level of accuracy.

Claim #7:  “A Southwest Operations Centre will be preserved at the location of Guelph Hydro’s current offices with a minimum commitment of 10 years.”

This is almost certainly true.

The standard approach to mergers in Ontario, which Alectra uses well, is to promise a strong presence in the acquired area for a period of time.  This reduces the feeling that the local community will be served by outsiders.  This approach has been central to every past merger application I’ve seen.

On the other hand, in the longer term it will not make sense to keep a major operations centre in every Alectra community.  Some will have to eventually lose their local operations for Alectra to operate efficiently.  Ask the City of Markham, one of the original merger partners that formed Powerstream, how many Alectra employees are still based there.

Claim #8:  “Guelph Hydro employs about 130 people. About 70 of those existing positions have been identified as needing to remain in Guelph. About half of the remaining positions would be offered relocation opportunities starting in 2019, with the majority of moves happening between 2020 and 2022. The other positions are expected to be addressed through attrition, voluntary retirement, or voluntary separation wherever possible.”

These ratios are consistent with Alectra’s past approach, and so are likely to be correct.

Of the current 130 employees, 70 (mostly tool in hand employees) will remain in Guelph, which minimizes travel time to job sites.  30 others will be offered jobs within Alectra, but only if they are willing to work in Hamilton or Mississauga or Vaughan.  The other 30 will be without a job.

Claim #9:  “Alectra will establish the GRE&T Centre in Guelph as a platform for supporting transformation in the electricity industry by accelerating integrated energy solutions. The GRE&T Centre will have eight to ten new full-time positions, with $5 million of capital spending in the first three to five years of the merger, and $3 million in annual operating spending within two years of the merger.”

This is true, but it may look better than it actually is.

First, it is a relatively small commitment, $3 million a year for a utility with +$600 million in annual revenue, i.e. under ½ of 1%.

Second, and perhaps more important, the former Powerstream Head Office was, in the Alectra merger, renamed the “Sustainability and Innovation Office”.  This large (92,000 square feet) office building near Highway 400 in Vaughan, which can house 270 people, will clearly be the centre for most sustainability and innovation activities.  Decision-making, of course, will be centralized in the Alectra Corporate Office in Mississauga, which is also a large (79,000 square feet) office building that can house 200 people or more.

There is little doubt that some initiatives will be carried out in Guelph, if for no other reason than Alectra promised that.  If Guelph thinks that it will be the centre of a major hub of innovation and other green activity, that may be wishful thinking.  The GRE&T Centre (“great”, get it?) has a very pretty (green) business plan, but its substance may be substantially less than the hype suggests.

Claim #10:  “Alectra will meet or exceed service standards and reliability for electricity distribution customers in Guelph Hydro’s current service territory.”

This is also true.

As noted in my previous article, both Alectra and Guelph Hydro are well run utilities.  On both reliability and customer service, Guelph has generally been better, but both are good.  For example, Guelph currently gets about 200 phone calls on the average day, and about 5 of those have to make a second or third call to get their problem resolved.  At the Alectra service levels, about 35 would have to make that second or third call.

Claim #11:  Guelph customers will share in the $32.3 million OM&A and capital savings from the merger, as well as in the $426 million in savings from the original Alectra merger. (See Att-2, page 5).

This does not appear to be true.

Under the rules of the Ontario Energy Board, all savings for the “sitout” period go only to the shareholders.  That includes the savings for the original Alectra sitout period.  None of these savings go to the customers.  There does not appear to be any basis for saying that they will, and the report is almost certainly wrong on this point.

Claim #12:  From 2026-2041, customers will receive $73.7 million in savings from the merger. (See Att-2, p. 5).

This may or may not be true.

First, it is too far in the future to project, and second, the basis of the calculation has not been made public.

In the past, the customers of the Powerstream merger partners do not appear to have benefitted from the mergers, since their average rate increases were higher than those of Guelph, which did not have any mergers.  Horizon customers, on the other hand, did apparently benefit from the merger between Hamilton and St. Catharines.

Thus, the jury is out on this one.

Claim #13:  GMHI will benefit from greater growth in the value of its investment due to the scale of Alectra and its focus leading industry change.

There is no reason to believe this is true.

It is true that, compared to standalone, growth in value is likely to be better with a merged entity.  There is no evidence to suggest that merger with Alectra, as opposed to merger with someone else, will produce better growth in value.  Generally speaking, growth in value of a wires company is driven by demographics.  Some of Alectra has reached lower rates of customer and business growth, while Guelph and other municipalities that are not part of Alectra can look forward to quite high future growth.  Which will grow more:  Hamilton and Mississauga, or Guelph and Milton?

Whether Alectra is “leading industry change” is a matter of opinion.  Alectra is certainly active in the corridors of power, and has some influence.  Many others in the Guelph-centred region are also active and influential.  It would not be fair to say Alectra is the “leader”.  It might be fairer to say they are an important player.

Claim #14:  “All customers of a consolidated utility are expected to benefit from lower distribution rates than what they would have to pay as customers of their respective utilities.”

This is probably not true.

As I demonstrated in my previous piece, at the time rates are harmonized, the Guelph small business and commercial/industrial customers are likely to experience high rate increases, since their rates are quite low right now.  Where Alectra says that it will not harmonize rates if this is the impact, that is not consistent with their past history.

Because we can’t see the agreements, we don’t know if the City of Guelph has any veto over large increases to customers in Guelph.

Claim #15:  Guelph customers will experience a lengthy list of customer service and other improvements, shown at page 29-30 of Att-2, the advisors report.

This seems to be somewhat oversold.

When you go down the list of supposed benefits from the merged utility, it would appear that virtually all of them are already in place at Guelph Hydro.  It is not clear where actual improvements are being proposed.  Are there any?

As is so often the case when companies that have a business goal are trying to get the public onside, a picture is painted that is the prettiest version of the transaction.  Claims are made, rosy forecasts are delivered as if factual, small things are treated as big, and any details that could undermine the narrative are either not made public, or glossed over.

That appears to be the case here.  This may be a good deal.  There are arguments on both sides.  However, it is important that those assessing the situation start with the actual facts, not hopes and dreams and maybes.

Or sales pitches.

• Jay Shepherd, December 9, 2017

Related

Energy #20 – An Open Letter to Guelph Hydro CustomersIn “Energy”

Energy #15 – An Answer for the PremierIn “Energy”

Energy #19 – Regulatory CaptureIn “Energy”

 

Why the Guelph Hydro merger with Alectra Utilities has the stench of hypocracy

By Gerry Barker

December 8, 2017

The time line of learning the details of the merger is a recipe for denial of public participation.

Last Saturday a citizen gave me a hard copy of the final agreement terms between Guelph Hydro and Alectra. The members of council were presented with the report Thursday, November 30 in a closed-session meeting.

The only way a citizen can access this 245-page agreement statement is online at the city website Guelph.ca. Make sure you have lots of paper and ink! For the 35 per cent of citizens who don’t use a computer for many reasons, we are sorry because it’s every citizen’s right to have access to public information.

All aboard for losing Guelph Hydro

According to the agreement package, serious negotiations between Guelph Hydro and Alectra began October 5 in a closed session of council. Apprently the Strategies and Options Committee (SOC), appointed by council, recommended the merger. Also the Guelph Hydro board of directors unanimously approved the merger. The city staff has also gone on record as recommedding to council to approve the merger.

Why would they do anything else? Their boss, CAO Derrick Thomson, is the architect of this merger as co-chair of the SOC..

Mayor Guthrie held a media briefing on what a great deal this was and how the city and 55,000 customers of Guelph Hydro would benefit. The city would receive higher dividends than currently provided by Guelph Hydro and for the power users, lower rates.

There is still no proof of that happening in the general agreement document to merge and be approved by council December 13.

It took more than a year of research into either selling Guelph Hydro or merging with another locally owned distribution utility, (LCD).

To set the stage, early in the process the SOC presented council with a timetable that indicated the various steps in the process. There were four stages. The fourth, the recommendation to sell or merge Guelph Hydro, was to have been made in the spring of 2018.

That seemed logical given the task the SOC faced. It even mentioned that there would be a civic election in October 2018.

Keep in mind that the SOC’s investigation and negotitaions were all held in closed sessions. Periodically, they would prepare an interim public report to council that was benign and lacked fundamental details of the committee’s progress.

Enter the unintended consequences

But two events occurred that were baffling and unexplained.

First, the original SOC, then called the Stategic Options Committee, had a major personnel change with three of its members replaced including co-chair Pankaj Sardana, CEO of Guelph Hydro. The two “civilian” members were replaced with two new members

CAO Derrick Thomson, remained as co-chair of the SOC. Hydro Chairperson Jane Alexander was appointed co-chair. The name was changed to Strategies and Options Committee. Why? Did the new brooms want to mark its space?

This change was agreed to in closed session. It’s a sharp lesson in the strategy of the SOC to conduct business behind closed doors.

Then came the SOC’s 2017 February meeting. Mr. Thomson was reported as not there due to a scheduling conflict. The committee then formerly removed the mandate to sell Guelph Hydro and only to consider the merger option. It was done in closed session but one of the former members of the SOC, Richard Puccini, let the cat out of the bag. He also said that the utility should be sold not merged.

Keeping the Guelph Hydro employees in the fark

Considering this SOC decision, it is clear that the 130 Guelph Hydro employees had no idea of what was going to happen to their jobs. In fact, the final agreement says that 60 employees would be gone in the next three years or 46 per cent of the workforce.

The agreement states that the brand Guelph Hydro would be dropped within a year of the merger approval once the deal is finalized.

What does council, that has the power to accept or reject the Alectra merger terms, understand the value of the utility? The agreement says it’s $18.5 million and Guelph Hydro will pay the city in the form of a “special” dividend.

So, let me get this straight. The council can approve the merger and in doing so, agree that Guelph Hydro is only worth $18.5 million to the stakeholders? There are some councillors who believe that this is evidence that the merger is a great deal for the city.

So council values Guelph Hydro at $18.5 million

Well, it’s a terrible deal and a mockery of the public trust.. First, Guelph Hydro is wholly owned by the citizens of Guelph, so moving $18.5 million from one pocket to the other is is a charade designed to mollify the majority of citizens opposed to the merger.

The question that councillors should be asking is why should they agree to give away a $300 million publicly-owned Local Community Distribution system, and receive no tangible consideration for it? This system was built by thecustomers of Guelph Hydro

Why even consider this when the city staff has warned of a $450 million shortfall in infrastructure repairs, replacemeny and manatainance? Or the staff report that the 10-year capital spending budget is $420 million underfunded?

And reports are that our city councillors are ready to accept the promise of a dividend payout of 4.63 per cent of part of Alectra Inc’s net profits. Allow me to explain. The agreement states that 4.63 per cent share is based only on 60 per cent of Alectra profits.

It is reported that the City of Hamilton, an Alectras partner, in 2016, received an 18.50 per cent share of Alectra’s profits thst paid $ a dividend of $6 million.

Under the terms of the agreement, Guelph would receive one quarter (4.63 per cent) of the Hamilton Alectra dividend or $1.5 milion. Well, that happens to be the same figure as the city is receiving now from Guelph Hydro. So how does this merger increase the dividend to the city as has been promised?

Why did Alectra borrow $220 million from investors outside Ontario?

There is no mention in the agreement about the $220 million that Alectra has borrowed from investors located in five other provinces. No mention of the interest rate being paid or the duration of the individual loan agreements. The only comment came from the Mayor who stated that the lenders were not shareholders.

There are no actual figures of what the cash dividend may be. There is a promise to establish a Green Power Technoly Centre in Guelph that will employ between eight and 10 employees. That means a net loss of employees affected by the merger is 50. all from Guelph Hydro.

So when the Mayor says the merger will create good jobs, the evidence is not apparent.

Let’s talk about the fairness report prepared by accounting firm Grant Thornton LLP (GT).

This independent report contained a mountain of detail about how this deal was put together and the assets of Guelph Hydro.

Keep remembering that all these negotiations were conducted in secret for several weeks. The one interesting item was that GT referred to Guelph Municipal Holdings Inc. as “the shareholder” of Guelph Hydro. The members of the board of directors are unknown although the Mayor was last reported to be the chairperson.

It is apparent that the city is using GMHI as the shareholder to keep hands off the merger.

The administration gave citizens just 12 days to understand a 245-page ageement

In fact a citizen needs a program to figure out who is in charge of actively negotiating this deal that is complex and difficult to understand exactly what the benefit is to the citizens? We are the real owners of Guelph Hydro Electric Services Inc. the operators of Guelph Hydro?

In my opinion, this has been a carefully planned and secretive attempt to steal Guelph Hydro by Alectra. It is like picking the pennies off a dead man’s eyes.

Throughout the long process the City of Guelph has paid some $2.36 million to outside legal consultant Aird and Berlis of Toronto and accountant Grant Thornton to legitimize the deal.

Why? Because council did not want to defend this before the 2018 election. Also the evidence of the GMHI financial disaster has been established by the KPMG audit of GMHI’s consolidated balance sheet.

I challenge city council to lay the cards on the table about GMHI and tell the stakeholders what really happened. They know but don’t want us to know. So all it has cost us so far is $2.36 million to pay all the crafters of this abomination of a deal and, as an added bonus, is grabing $18.5 million of our money as a $300 million utility disappears down the road.

This was a deliberate, creative and expensive plan to stick handle around a $63 million loss of shareholder’s equity (KPMG GMHI audit) and protect their personal interests in order to get elected next year.

Using your money to buy council support

That smell you notice is the stench of hipocracy when your money is used to cover-up a huge loss of our corporation’s shareholder value.

It’s because this plan is designed to prevent the truth that was kept under wraps until 12 days before the council meeting, to finalize this debacle. It has artfully sucker punched the very people who elected them by blocking the details of the merger until that last moment.

There is more to come on how they did it.

 

Join the growing number of citizen who oppose the merger

Meanwhile, if you don’t like to be conned, send me a note including name, address and ward to gerrybarker76@gmail.com and your name, and those of friends and family, will be added to the petition protesting the merger.

 

The Guelph Hydro agreement includes a $20.86 million going away present of our money to hook up with Alectra

By Gerry Barker

December 4, 2017

City of Guelph Media Release:

Guelph, Ont., December 1, 2017 – With negotiations complete, a report that shares the details about the proposed merger between Guelph Hydro and Alectra is now available on the City’s website and energizingtomorrow.ca

Guelph Speaks has commented on the media release and its comments are in bold face.

On December 13 at 6:30 p.m., City Council will meet to discuss the report, hear delegations from community stakeholders, and decide whether to approve the proposed merger.

“The report answers a lot of the questions we’ve been hearing from our community about electricity distribution rates, service reliability, the City’s dividend, our share in the merged company, and jobs,” said Derrick Thomson, chief administrative officer for the City of Guelph (and co-chair of the Strategies and Options Committee (SOC). “We encourage all community stakeholders to learn more about the proposal, ask questions, and send us comments as City Council prepares to make its final decision December 13.”

Well Derrick, here’s our comment: Please explain to the 55,000 stakeholders why after a year and a half of negotiations, why did this agreement give Guelph Hydro away getting nothing for the assets valued at $228.4 million? The citizens have just nine days to obtain, read and digest the 245-page agreement that is only available online.

In view of your invitation to participate in the process, it is too late and smacks of a deliberate attempt to conceal the details and block public participation. The administration has depended on the Internet to communicate its information. But neglects the thousands of Hydro customers who have no access to a computer or are disabled or disadvantaged.

I received a hard copy December 2 and it’s a daunting task to read and absorb 245 pages of the document with just nine days remaining before the December 13 council meeting to approve or reject the agreement.

Council refuses to answer my merger questions

On your advice I attempted to ask a number of questions but were blocked by the energizingtomorrow.ca website under the title ‘Ask us Anthing.’ I then sent the questions to every member of council receiving no resposnse. That’s so much for transparency. A member of the administration was reported as stating ‘They are asking the wrong questions.’ Not only are citizens restricted in the number of characters in their online submission, it now appears there is censorship of certain questions the administration doesn’t approve. So much for the Ask us Anything claim.

“The final report and recommendations for City Council give me confidence that this is the right direction for our city to take. Guelph residents and businesses will save money, and the City will receive higher dividends we can use to support local infrastructure, programs and services. A new Green Energy & Technology Centre would provide new jobs, economic opportunity, and strengthen Guelph’s position as an energy leader. The time has come for Guelph to embrace our energy future and this merger accomplishes that,” said Guelph Mayor Cam Guthrie.

How can the Mayor make these assertions months before the final details of the agreement are signed? How will 55,000 Guelph Hydro customers save money? How does the city receive higher dividends when it loses control of Guelph Hydro what is the basis of such a statement? Why do we need a Green Energy and Technology Centre when we just blew millions attempting to create green energy sustainability? Mayor, specify all those new jobs and economic opportunity (sic) that will strengthen Guelph’s position as an energy leader? I don’t recall that statement being part of your 2014 election campaign.

Well Mayor, there is absolutely no truth or assurance that anything you say will occur. If you had done your homework and checked Alectra’s track record of dealing with consolidation of Local Municipal Distribution (LCD) systems, you may have been more careful in your support. For example, why did Alectra purchase Brampton Hydro One but is not interested in buying Guelph Hydro?

Will the real Alectra please stand up? Is it Alectra Utilities or Alectra Inc? The city generated Dec. 13 agenda does not specify. The agenda states there is a closed-session meeting at 5:30 one hour before the public meeting.

Oh! To be a fly on the wall for that closed session.

Question: Is it a fact that Counc. June Hofland and Coun. Karl Wettstein, voted to appoint the SOC in 2016? They were former paid members on the Guelph Municipal Holdings Inc. (GMHI) Board of Directors,. GMHI controlled Guelph Hydro, are they not in conflict and should they abstain from voting in the December 13 meeting to approve/disapprove the merger?

After a year of industry research, financial analysis and community engagement, the City began negotiating a merger between Guelph Hydro and Alectra in October. The negotiated transaction before City Council offers greater benefits for customers, the community and the City as shareholder than maintaining full ownership of Guelph Hydro.

If that is true, why was the composition of the SOC appointed membership changed? It has been reported and not denied that the option of selling Guelph Hydro was taken off the table in February 2017. Did the SOC interview any organizations regarding the purchase of Guelph Hydro? We assume that after more than a year researching opportunities for either a sale or a merger, when did the SOC decide to negotiate a merge with Alectra?

It appears the SOC is a one trick pony.

Were these some of the questions that were judged to be wrong by those directing the merger campaign and therefore not answered? No wonder.

“I want to thank City and Guelph Hydro staff, along with the Strategies and Options Committee for their work over the past year preparing a comprehensive financial and legal analysis for Council’s consideration. I also want to thank Guelph and Rockwood residents and businesses for participating in the process. Your questions and comments have, and will continue to guide City Council’s decision, ” added Mayor Guthrie.

Mayor, where is the evidence of “comprehensive financial and legal analysis” allegedly conducted by the SOC?

The report includes materials which address the Merger Participation Agreement and Unanimous Shareholders’ Agreement—the two main agreements that would give effect to a merger; the Green Energy & Technology Centre (GRE&T) Strategic Business Plan; a fairness opinion—an independent financial opinion which concludes the merger agreement is fair from a financial point of view, to the City as shareholder; a letter from Alectra board chair, Norm Loberg, offering City-sought assurances regarding no intent to privatize; findings from the 14-month public consultation process.

If you give our $300 million Hydro system away with little or no consideration from Alectra, a private corporation, then the benefit to the owners is nil, nada zilch, pure and simple. I, for one, have been unable to download the details of this agreement from the city website.

Linked Resources:

• City Council report and presentation for December 13 meeting
• Energizing Tomorrow community survey results
• Energizingtomorrow.ca: community questions and comments
• About Alectra Utilities (print-friendly pdf)

When I asked the city communications contact employee for assistance. I received a one-line reply that the documents were on Microsoft Explorer and Chrome browsers. I am a Mac user and use Firefox as my brouser. No reply or assistance was received. Guess that’s what can happen on a Friday afternoon.

A copy of this agreement will make an excellent door stop

Well, it doesn’t matter. I received a hard copy from another source. It’s 245 pages so it will take time to digest. There are five days left to join the petition and tell your councillors that you are opposed. Send your request to oppose the merger to gerrybarker76@gmail.com Please include your full name, address and ward.

Local ownership and dividends

In addition to its regular annual dividend, Guelph Hydro would pay the City a special dividend of $18.5 million.

So to sweeten the pot, the agreement includes a special dividend of $18.5 million from Guelph Hydro to the City of Guelph. Such a transaction is simply getting paid with your own money.

Toss in the $2.36 million that the City and Guelph Hydro is paying to join this Alectra club.

No mention in the ageement of the $93 milion in Guelph Hydro’s long-term debt. It’s made up of two debentures assigned to Guelph Municipal Holdings Inc. one due in 2030 and the other in 2045. Who pays the interest to satisfy that liability? Answer, it’s us the taxpayers.

Why is GMHI receiving the Alectra dividends?

The City would receive a 4.63 per cent ownership interest in Alectra. Among other things, this percentage determines what share of Alectra’s future dividends Guelph Municipal Holdings Inc. is to receive

Just to keep it straight, in return for giving away our $300 million Guelph Hydro system, we get a 4.63 per cent ownership of Alectra? On top of that, for the privilege, it only costs us another $20.86 million to join Alectra.

Why is GMHI receiving the unknown amount of Alectra dividends and not the city?

Especially when GMHI has already lost $63 million in Guelph shareholders equity? Did not the Mayor state that Alectra would pay twice what Guelph Hydro was paying in dividends to the city? That could become $3 million a year. Guelph Hydro had a net profit in 2016 of $7 million. That’s after all expenses including the $1.5 million dividend paid to the city that year.

So why are we giving it away?

Okay, we citizens have no idea where Guelph Hydro is finding $18.5 million to send to its corporate owner, the City of Guelph. Yes that’s still we the people. This is starting to resemble a Ponzi scheme where the shareholders are paid with their own money.

If this deal is approved, it will be snowing, if you get my drift

Summing up: This agreement to give Guelph Hydro away to Alectra will cost the city $20.86 milion. Alectra is not putting up a dime. It’s a mystery why city council is being snowed by this deal. What would they do if it were their own money?

In return we get a 4.64 per cent share of Alectra, the Alectra dividend amount is unknown. Does the agreement contain Alectra’s certified copies of the following: 

Details of incorporation, jurisdictions

Current assets and liabilities

Status of long-term debt and type of liability

Names of shareholders and corporate officers and interest

What is the difference between Alectra Utilities and Alecrta Inc?

Names and position of senior staff

Names and terms of office of the Alectra Board of Directors

Dividend distributions in 2016 and 2017 YTD

Income statement from January 31, 2017

If this informatiin is judged proprietory, then the city lawyers and accountantss should swear to their authenticity and the contents reviewed on behalf of the shareholders.

What assurances do the Guelph Hydro shareholders have that this information was disclosed to the SOC in confidence because parts of it are proprietory?

If the SOC did not pursue answers to these vital questions of the merger proposal during negotiations, then how can it possibly support the merger if they don’t share the intimate details of each organization?

It’s what we don’t know that hurts

Alectra certainly knows everything it needs to propose this merger but what do the shareolder’s of Guelph Hydro know about the inner workings of Alectra?

On the surface, it appears that the city administration doesn’t care what the shareholders’ interests are, only that they get their hands on $18.5 million of the shareholder’s money.

Where do you think that money is going?

Again, don’t be duped by hollow promises. This is not a deal but a blatant steal of our prime asset.

Why would the SOC who ostensibly negotiated this merger, ever be lured by the so-called special dividend of $18.5 million to be paid to the city using our public funds, in return for recommending this merger?

More to the point, if city councillors believe this merger benefits the 55,000 customers of Guelph Hydro, then they are suffering from power cut to the brain.

Alectra’s current policy is to pay annual dividends equal to 60% of its net income. This policy is expected to continue, and as a result of the merger the dividends payable to the City would increase significantly as compared to the dividends it would receive if Guelph Hydro continued operating alone.

Promises, promises will get us nowhere

The key words here are “expects” and the “promise” of greater dividends paid to the city. Is this a guarantee and part of a committment by Alectra in the merger agreement?

Guelph would receive one permanent seat on Alectra’s board of directors and have the right to appoint an independent director.

The Guelph Hydro brand would be used for one year following the merger.

So what? Once you transfer the corporation and its assets, it’s game over.

Electricity distribution rates

Electricity distribution rates are not expected to go down after a merger, but they wouldn’t go up as much as they would if the City maintained full ownership of Guelph Hydro.

Guelph and Rockwood customers would avoid an estimated 5% distribution rate increase in 2021, and another estimated 5% increase in 2026, and would also benefit from the savings expected from consolidating the two companies.

Service and reliability

Alectra would meet or exceed service standards and reliability for electricity distribution customers in Guelph and Rockwood.

Is this why Alectra doubled its customer service charges in its current operating distributions systems? Does the agreement protect Guelph Hydro’s lower cost customer service charges and for how long?

Protection from privatization

Alectra is 97% municipally-owned, with the remaining 3% owned by a subsidiary of OMERS (Ontario Municipal Employees Retirement System). Alectra’s existing unanimous shareholders’ agreement is the result of extensive negotiation among its shareholders, none of whom planned to privatize.

Provisions in Alectra’s unanimous shareholder agreement, tax disincentives, and the municipal character of its shareholders are all protections against future privatization of the utility.

To describe Alectra’s clients as being 97 per cent municipal-owned is a stretch. In Guelph’s case once the deal is approved it is no longer municipal-owned. If the agreement has a clause that gives Guelph Hydro the right to withdraw would that be opposed by Alectra.

Green Energy & Technology Centre

The GRE&T Centre would employ eight to ten people, and Alectra would invest $5 million in capital to convert parts of Guelph Hydro’s existing headquarters into demonstration areas, laboratories or showrooms. It would invest an additional $3 million annually to fund pilot projects, demonstrations, salaries, administration, marketing, and partnerships.

Gee! All it cost Guelph Hydro shareholders was $300 million

This is an offer by Alectra to sweeten the deal for the political-left inclined voters. Our city has had a belly-full of left-inspired environmental projects to last 100 years. These include: Entensive bike lanes throughout the city; waste removal; garbage bin collections; downtown redevelpment; the GMHI green energy district energy debacle that lost some $63 million in in GMHI shareholder equity; building an infrastructure needs liability of $450 million; failure to fulfill promises of building a new downtown public Library and a South-End Recreation Centre.

So, why would council accept an offer from Alectra to take over Guelph Hydro for nothing?

Yet our Mayor is endorsing the merger along with a number of his council.

Jobs

Guelph Hydro employs about 130 people. Approximately 30 positions are expected to be addressed through attrition, voluntary retirement or voluntary separation, whenever possible.  An equal number of positions would be offered relocation opportunities within Alectra starting in 2019, with the majority of moves occurring in 2020 and 2022.

The facts: The 38 jobs potentially lost. In the report released December 1, some 60 jobs will be lost, or about 46% of existing Guelph Hydro staff. It is predicted about 10 jobs will be created for the Green Energy Technology centre – net job loss =50 jobs.

Guelph Hydro’s key outside workers recently transferred to the Power Workers of Canada trade union, from their present collective bargaining unit. With attrition of staff, Alectra will have to provide skilled replacements workers from other jurisdictions who are not familiar or reside anywhere close to the city.

If you conclude that the merger deal is not for Guelph, send your name, address and ward to gerrybarker76@gmail.com to be added to our petition opposing the merger. Also, letting your municipal councillor know before December 13 about your opinion will build our collective opposition.

Your voice matters