

Note 15 — Subsequent Event — Agreement and Plan of Merger

On October 17, 2014, Cleco Corporation entered into the Merger Agreement with Como and Merger Sub providing for the merger of Merger Sub with and into Cleco Corporation, with Cleco Corporation surviving the Merger as an indirect, wholly-owned subsidiary of Como. Pursuant to the Merger Agreement, at the effective time of the Merger each outstanding share of Cleco Corporation common stock, par value $1.00 per share (a “Share”, and collectively, the “Shares”) (other than Shares that are (i) owned by Cleco Corporation, Como, Merger Sub or any other direct or indirect wholly-owned subsidiary of Como or Cleco Corporation and (ii) Shares that are owned by shareholders who have perfected and not withdrawn a demand for appraisal rights, to the extent available under the Louisiana Business Corporation Law), will be converted into the right to receive $55.37 per Share in cash, without interest, with all dividends payable before the effective time of the Merger.

The Merger is subject to several conditions, including, among others, approval of the shareholders of Cleco Corporation, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the receipt of approvals from FERC, the LPSC, the Federal Communications Commission, and the Committee on Foreign Investment in the United States. In addition, the obligations of Como and Merger Sub to consummate the Merger are subject to the required regulatory approvals not, individually or in the aggregate, imposing terms, conditions, liabilities, obligations, commitments or sanctions that constitute a “burdensome effect” (as defined in the Merger Agreement).

The Merger Agreement may be terminated by either Cleco Corporation or Como under certain circumstances, including if the Merger is not completed by October 17, 2015 (subject to an automatic extension to April 17, 2016, if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied, or under certain other limited circumstances to permit Como to obtain financing for the transaction). The Merger Agreement also provides for certain termination rights for both Cleco Corporation and Como, and further provides that, upon termination of the Merger Agreement under certain specified circumstances, Cleco Corporation will be required to pay Como a termination fee of $120.0 million. If the Merger Agreement is terminated due to lack of shareholder approval, Cleco Corporation will be required to reimburse Como expenses up to $18.0 million (which reimbursement will reduce any termination fee that may subsequently become payable by Cleco Corporation). In addition, if the Merger Agreement is terminated under certain specified circumstances, Como will be required to pay a termination fee to Cleco Corporation equal to $180.0 million. If the Merger Agreement is terminated due to lack of regulatory approval, neither Cleco Corporation nor Como would be required to pay a termination fee. For more information regarding the terms of the Merger, including a copy of the Merger Agreement, see Cleco Corporation’s Current Report on Form 8-K filed with the SEC on October 20, 2014.