EX-99.(C)(13) 12 d842696dex99c13.htm EX-99.(C)(13) EX-99.(c)(13)

Exhibit (c)(13) Indiana Has Publicly Stated the Need for a Capital Infusion at Arizona In the absence of doing the transaction, there is downside risk to the share price due to dilution to EPS or a cut to the dividend Source: Indiana Capital Markets & ESG Day Presentation 1


Arizona's Credit Metrics Are Challenged (1) • Moody’s downgrade threshold Moody’s Credit Metrics is CFO pre-W/C / debt <13% CFO Pre-W/C / Debt • Potential for two-notch downgrade if CFO pre-W/C / 14.8% debt falls below 10% • The focus is on Moody’s, as S&P ratings for Arizona are 13.0% tied to those of Indiana 11.7% 11.6% 11.5% 11.1% 10.9% 9.0% 2022A 2023A 2024E 2025E 2026E 2027E 2028E Arizona Projections Provided by Indiana Downgrade Threshold Arizona’s metrics are well below Moody’s downgrade threshold under Arizona’s own plan Source: Arizona Data Room Projections Provided by Arizona, Arizona Projections Provided by Indiana, Data Room Documents, Credit Reports Note: 1. Metric included in Arizona projections provided by Indiana 2


Illustrative Impact of Equity Issuance • Moody's CFO pre-W/C / debt Illustrative Share Price Impact Resulting from Equity Issuance downgrade threshold for (2) 2024 P/E Multiple Illustrative Share Price Premium Implied by Revised Offer Price Arizona is 13.0% vs. 9.0% as (x) ($) (%) of YE 2023 and is projected to be at 11.6% as of YE 2024 based on Arizona projections provided by Indiana 15.5x 29.93 16.1% • In order to reach and maintain 13.0% CFO pre-W/C / debt to remain above the downgrade threshold at Moody’s, Arizona would need to issue $2.45Bn 15.0x 28.96 20.0% (1) of equity from 2024-2028 – Assuming 2024 P/E remains at the unaffected multiple of 14.3x, this would result in an adjusted share price of 14.3x 27.53 26.2% $27.53 Share Price Impact Revised Offer Price ($) 34.75 14.0x 27.03 28.5% Equity Issuance ($Bn) 2.45 Unaffected Share Price ($) 32.08 Discount (%) 5% Discounted Share Price ($) 30.48 Shares Issued (MM) 80 Current Diluted Shares Outstanding (MM) 388 Total Diluted Shares Outstanding (MM) 468 (3) 905 2024 Net Income ($MM) 13.5x 26.07 33.3% 2024 EPS ($/share) 1.93 Unaffected 2024 Multiple (x) 14.3 Adjusted Price ($) 27.53 Premium Implied by Revised Offer Price (%2 ) 6.2% Source: Arizona Data Room Projections Provided by Arizona, Arizona Projections Provided by Indiana, Data Room Documents, Credit Reports, Arizona Filings, Capital IQ Notes: 1. Equity requirement reflects the cumulative need over the five-year period; the need in 2024 would be $1.39Bn 2. Revised offer price of $34.75/share 3. Reflects interest savings from forgone debt issuance 3


Our Revised Offer Price is Consistent with the Median Analyst Price Target Price Target Evolution % Ratings Share Price / Target 100% $45 41.50 41.00 40.00 40.00 39.00 38.50 36.63 40.26 36.44 37.46 37.19 37.46 34.00 34.00 34.00 34.00 34.00 75% 35.37 34.75 34.49 32.41 $30 31.13 31.34 30.75 30.17 29.07 50% $15 25% 0% $0 # of 9 9 9 9 9 9 9 9 10 10 10 9 9 Analysts Buy Recommendation Hold Recommendation Sell Recommendation Share Price Median Price Target Based on Consensus Source: Capital IQ as of April 29, 2024 4


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