Corporate Unbundling: Are We Ready Yet? A Bondholder's Primer

Fortnightly Magazine - June 1 1996
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So the Federal Energy Regulatory Commission (FERC) won't break up the electric utility industry. But it may happen anyway (em if not at the FERC's direction, then perhaps under pressure from state regulators who, some say, are threatening to link stranded-cost recovery to vertical disaggregation.

What would a breakup mean for bonds and bondholders?

As we reported last month ("New Corporate Structures Place Bondholders at Risk," May 1, 1996, p. 8), restructuring may hold surprises for the highly leveraged and capital-intensive electric utility industry. Bondholders, who have relied upon generating assets for collateral, may see their security vanish in a spinoff or reorganization. Will the debt follow the plant? Is that a good idea?

In its December policy decision on electric restructuring, the California Public Utilities Commission (CPUC) told Pacific Gas and Electric Co. (PG&E) and Southern California Edison Co. (Edison) to file plans for a voluntary sale or spinoff of at least half their fossil-fired generating assets.1 At the same time, it asked PG&E, Edison, and San Diego Gas and Electric Co. (SDG&E) to comment on the "feasibility, timing, and consequences" of corporate restructuring to "distinguish activities and assets" with respect to generation, transmission, and distribution.2

Corporate unbundling (em a full breakup in the style of the AT&T divestiture (em offers the ultimate fast track to a fully competitive electric market. But regulators may find that remedy too drastic. The FERC settled on functional unbundling (em an idea described by MIT professor Paul Joskow as "to behave as if they aren't vertically integrated." In fact, some commentators doubt whether the FERC has authority to force a full corporate divestiture.3

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