“They never came forward and said, ‘Here's what you get,' ” said Molnar, a Republican representing southeast Montana. “Instead, they said, ‘It won't be any worse than you already have.'
“Well, I don't like what we currently have. They were just promising more of the same.”
The buyout offer promised no concrete benefit for consumers or the Montana economy, they thought. So, why should we approve it?
In interviews this past week, commissioners also expressed another damning sentiment: They simply didn't trust the utility's reassurances that everything would be OK.
After 10 years of watching Montana's once-proud utility sell off most of its assets, stagger into and out of bankruptcy and bring its customers the highest electric rates in the region, commissioners apparently were through taking things on faith.
“When we mentioned maintenance and improvements, they just said, ‘You've got to trust us,' ” said Commissioner Doug Mood, R-Seeley Lake.
“I continue to have faith in the free market and capitalism,” Mood continued, “but I think there is good reason to mistrust many of the modern crop of capitalists. I'm both appalled and very leery of the behavior of the people who run companies now. I think there is good reason to be skeptical of promises that are not backed by absolutes.”
Commissioners said the only real difference they saw with BBI as owner was more risk for the consumer: more risk of money being drawn out of the company, more risk of problems in regulating a foreign-based owner, more risk of a bumpy financial road.
Whether the PSC's rejection is the final word on the proposed buyout remains to be seen.
The PSC final order won't be out until late June or early July, and both NorthWestern and BBI have said they won't comment on their plans until seeing the order.
They could ask for the PSC to reconsider, or they could go to court and challenge the decision.
Either route is likely to be a very steep climb for NorthWestern and BBI.
For starters, commissioners said they're not likely to change their mind. They believe they made a sound legal and economic decision based on an extensive record.
A legal challenge also would fly in the face of earlier statements made by company officials. When asked last year if NorthWestern and BBI would go ahead with the merger without PSC approval, NorthWestern President and Chief Executive Officer Mike Hanson said no, they would not.
Commission Chairman Greg Jergeson, D-Chinook, said he's fine with having NorthWestern carry on under its current ownership, slowly but surely improving its financial position as a stand-alone utility.
The decision on BBI was never a “popularity contest” between BBI and other potential buyers, he said.
“We did not make a decision against BBI because we'd like to see any one or all of those others emerge as an acquirer of NorthWestern,” he said.
The commissioners also said it shouldn't be a huge surprise they voted to outright reject the merger, rather than approve it with strict conditions.
Their decision is based on testimony and evidence before them, much of which was negative - and BBI and NorthWestern didn't do much to rebut that evidence, they said.
The Montana Consumer Counsel gave some of the strongest testimony against the merger, saying BBI planned to extract unusually high profits from the utility. Mood called it “compelling evidence,” and others said it was never effectively countered.
But only one of the many parties that testified in the case came out dead-set against it: the owners of two independent power plants in Montana that sell electricity to NorthWestern.
In his closing written comments on the case filed May 7, the plant owners' attorney, Mike Uda, summed up what came to be the final word on the merger.
“BBI/NorthWestern have offered a proposal to merge, which is driven principally by shareholder objectives, to maximize shareholder return,” he wrote. “The commission must reject this merger as an unconscionably bad deal for Montana.”
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