������Ƶ

The first round of votes are in on Florida-based NextEra Energy’s proposed takeover of the Hawaiian Electric Co., and there is one thing about which everyone agreed — NextEra scored very badly on the disclosure scale.

Testimony filed by all 27 parties allowed into the merger docket the Public Utilities Commission opened back in February indicated folks are pretty miffed that NextEra refuses to tell anyone what it will do with the utilities until after the merger goes through. Ulupono Initiative called the proposed merger in some ways “frightening,” and pointed out how many times NextEra answered thousands of questions with evasion. The gas company said getting straight answers out of NextEra was like “pulling teeth.”

But if they’ve been anything, it’s consistent: Until the deal is done, NextEra just isn’t talking.

No party thought replacing Hawaiian Electric Industry’s independent board of directors (HECO’s parent company) with an advisory committee controlled from Florida was a great idea, and just about everyone is anxious about what a merger with NextEra could do to competition here in Hawaii. After all, NextEra Energy Inc., is really the sum of more than 600 U.S. subsidiaries and over 100 more affiliates located in foreign countries. Many fear this much firepower will discourage independent third parties from trying to compete with a giant NextEra in providing energy or energy-related services in our state.

Testifying for the State Office of Planning (which opposes the merger), expert Scott Hempling agreed the parties should be worried about maintaining healthy competition: NextEra’s business model is to “own vertically integrated monopolies, then seek competitive advantage in the markets served by those monopolies.”

Hempling thought it was clear HEI’s goal was the “highest return” it could get for its shareholders and not the “best performance” it could get for utility customers — even though the HECO franchises are a government-granted right and not a shareholder asset to sell. He noted a lack of evidence that customer benefits had been bargained for at all and pointed out that for utility customers, HECO and NextEra “have calculated nothing, written nothing, promised nothing, protected nothing.”

Hempling also took issue with the lack of serious performance plans. He thinks utility managers actually in charge of utility performance were “nowhere near the negotiations,” and likened the proposed merger to a marriage that needed a serious pre-nup: If things don’t work out for NextEra it could always sell off the HECO companies, and if things don’t work out for us here in Hawaii, the PUC needs a “clear path to cause NextEra’s departure.”

On the bright side (for NextEra anyway) no one should be shocked to learn the lone cheerleader in favor of the merger is the International Brotherhood of Electrical Workers. After all, it not only has to pay an obscenely high electrical bill each month along with the rest of us, it also works for the company that sends out those obscenely high electrical bills. But even Local Union 1260 had a caveat: It wants to make sure “local union employees are not sacrificed” when costs are cut in Hawaii post-merger.

The parties didn’t all agree on which conditions should be imposed to avoid adverse consequences to the state, or us ratepayers, if the merger were to be approved. (I found this a strange question for the PUC to ask: Why even consider a merger transaction that might be harmful?) Although the County of Maui and Friends of Lanai declined to submit conditions for an application each felt didn’t warrant approval, others had lots to offer:

• Ulupono thinks the new utility should use $2.5 million shareholder dollars each year for four years to support energy efficiency programs, and $5 million each year thereafter until the state’s 2030 efficiency goals are satisfied.

• Sierra Club would like the PUC to require the new utility to split its generation and energy delivery businesses, and the Hawaii PV Coalition believes NextEra affiliates should be prohibited from installing new generation (Tawhiri Power LLC agrees), including community solar projects.

• County of Hawaii wants the PUC to forbid the new utility from including the costs of an undersea cable in any rate increase for 10 years, and block NextEra’s non-regulated subsidiaries from operating in Hawaii for five years.

• The Department of Defense recommended that any merger savings come back to ratepayers through a Customer Investment Fund, and suggested the PUC get very serious about imposing conditions to insulate the new utility from harm; suffice it to say DOD suggested a whopping 76 of them.

• The Department of Business Economic Development proposed that since HECO only generated about 9 percent of its power from renewable resources in 2014, NextEra needs to submit a plan — right now — on how it would meet the state’s renewable standards (30 percent by 2020, 70 percent by 2040, and 100 percent by 2045) for Oahu and the PUC should impose a monetary penalty if NextEra fails to meet these benchmarks.

• Hawaii Island Energy Cooperative pushed the electric cooperative model for adoption on the Big Island, and praised the cooperative model on Kauai. HIEC noted the impressive differential in rate increases since 2008 (28.3 percent for HECO, 7.8 percent for Hawaii Electric Light Co. on the Big Island, but only 0.1 percent for Kauai Island Utility Cooperative) and said it was “frankly stunned” to learn that KIUC pulled off an enterprise-wide IT solution for $330,000, compared to HECO’s plan to spend $82.5 million on the same.

• The Honolulu Board of Water Supply, waiting “to be convinced” NextEra is the right partner, bemoaned the historic lack of coordination between HECO and itself; said too many recently installed utility poles have been planted “within inches of water lines and fire hydrants;” and wants a Utility-to-Utility Service Standards Agreement in place before the merger is considered.

It’s not surprising that each of the 27 parties had differing opinions on what might happen if the proposed merger between HECO and NextEra is actually approved. County of Hawaii Energy Coordinator Will Rolston offered one of the most striking visions:

“In the event that the merger is approved, it is highly likely that the commission will soon see proposals for multi-billion-dollar investments involving networks of multiple inter-island cables, expensive LNG terminals and distribution systems, massive utility-scale solar and wind projects (with minimal consideration of the impact on Hawaii’s communities and also its important tourism industry), and highly sophisticated and expensive grid systems — representing a massive increase in the rate base, upon which the utilities will seek their regulated 10 percent return.”

One party has yet to speak. The Consumer Advocate — who is supposed to represent all consumers — will submit its testimony Aug. 10. Funny thing though, the day after everyone sent in their thoughts on the merger, HECO and NextEra dashed off this information request to the Consumer Advocate: “Do you believe the proposed change of control can or will result in benefits to the Hawaiian Electric Companies’ customers? If so, please identify and describe in detail all such benefits.”

Since the Consumer Advocate is required to respond to this by Aug. 4 — just days before its formal testimony is due — it looks like NextEra is hoping to force the Consumer Advocate to put out something positive to offset the 3,550 pages of largely unfavorable fillings so far. Fortunately, it’s not up to the Consumer Advocate — or the PUC or the parties — to “fix” a deficient merger application.

That’s NextEra’s burden of proof.