ATLANTA, Oct. 16, 2017 /PRNewswire/ -- Southern
Company and Southern Company Gas today announced that Pivotal
Utility Holdings, Inc., a subsidiary of Southern Company Gas, has
entered into agreements to sell the assets of its utility operating
divisions Elizabethtown Gas and Elkton Gas to South Jersey
Industries in an all-cash transaction with an enterprise value of
approximately $1.7 billion. Southern
Company Gas is a subsidiary of Southern Company.
"This transaction, which we anticipate completing by third
quarter 2018, will strengthen the balance sheets of Southern
Company Gas and Southern Company by reducing existing financing
requirements," said Thomas A.
Fanning, chairman, president and CEO of Southern Company.
"In addition to maximizing value for Southern Company shareholders,
the transaction is beneficial to our company and aligns with our
overall business strategy to drive growth and prosperity."
The transaction, which is expected to be operationally seamless
to customers, is designed to ensure that Elizabethtown Gas and
Elkton Gas will continue their customer-focused business model and
strong commitment to safety, reliability, excellent customer
service and giving back to the communities where they are
privileged to serve.
South Jersey Industries is committed to providing the same level
of service and reliability Elizabethtown Gas and Elkton Gas
customers are accustomed to receiving today and will continue to
provide service at New Jersey
Board of Public Utilities (NJBPU) and Maryland Public Service
Commission (MPSC) approved tariff rates. South Jersey Industries
also will maintain commitments to Elizabethtown Gas and Elkton Gas
employees, including honoring all collective bargaining agreements
in place at the time of close and pension benefits.
The transaction will involve, among other things, approval by
the NJBPU and MPSC (with respect to the Elkton Gas sale), the
expiration or termination of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
certain limited approvals by the Federal Energy Regulatory
Commission and the Federal Communications Commission.
South Jersey Industries is an energy services holding company
comprised of a natural gas utility, South Jersey Gas, which serves
approximately 381,000 residential, commercial and industrial
customers in the seven southernmost counties of New Jersey. South Jersey Industries also
operates several non-regulated businesses that promote efficiency,
clean technology and renewable energy by providing customized
wholesale marketing and field management services; acquiring and
marketing natural gas and electricity for retail customers;
developing, owning and operating on-site energy production
facilities; and offering HVAC and other energy-efficiency related
services.
Advisors
Goldman, Sachs & Co. LLC is serving as
exclusive financial advisor and Baker Botts LLP is serving as legal
counsel to Southern Company.
About Southern Company Gas
Southern Company Gas is a
wholly owned subsidiary of Atlanta-based Southern Company (NYSE:SO),
America's premier energy company. Southern Company Gas
serves approximately 4.6 million natural gas utility customers
through its regulated distribution companies in seven states and
more than 1 million retail customers through its companies that
market natural gas and related home services. Other nonutility
businesses include investments in interstate pipelines, asset
management for natural gas wholesale customers and ownership and
operation of natural gas storage facilities. For more information,
visit Southern Company Gas at www.southerncompanygas.com.
About Southern Company
Southern Company (NYSE: SO) is
America's premier energy company, with 46,000 megawatts of
generating capacity and 1,500 billion cubic feet of combined
natural gas consumption and throughput volume serving 9 million
customers through its subsidiaries. The company provides clean,
safe, reliable and affordable energy through electric operating
companies in four states, natural gas distribution companies in
seven states, a competitive generation company serving wholesale
customers across America and a nationally recognized provider of
customized energy solutions, as well as fiber optics and wireless
communications. Southern Company brands are known for excellent
customer service, high reliability and affordable prices that are
below the national average. Through an industry-leading commitment
to innovation, Southern Company and its subsidiaries are inventing
America's energy future by developing the full portfolio of energy
resources, including carbon-free nuclear, 21st century
coal, natural gas, renewables and energy efficiency, and creating
new products and services for the benefit of
customers. Southern Company has been named by the U.S.
Department of Defense and G.I. Jobs
magazine as a top military employer, recognized among the Top 50
Companies for Diversity by DiversityInc, listed by Black Enterprise
magazine as one of the 40 Best Companies for Diversity and
designated a Top Employer for Hispanics by Hispanic Network. The
company has earned a National Award of Nuclear Science and History
from the National Atomic Museum Foundation for its leadership and
commitment to nuclear development and is continually ranked among
the top energy companies in Fortune's annual World's Most Admired
Electric and Gas Utility rankings. Visit our website at
www.southerncompany.com.
Cautionary Note Regarding Forward-Looking
Statements
This
communication contains forward-looking statements which are made
pursuant to safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include statements concerning the pending transactions. These
forward-looking statements are often characterized by the use of
words such as "expect," "anticipate," "plan," "believe," "may,"
"should," "will," "could," "continue", "opportunity" and the
negative or plural of these words and other comparable terminology.
Although Southern Company and Southern Company Gas believe that the
expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties and
undue reliance should not be placed on such statements. Certain
material factors or assumptions are applied in making
forward-looking statements. Actual results may differ materially
from those expressed or implied in such statements. Important
factors that could cause actual results to differ materially from
these expectations include, among other things, the following: the
failure to receive, on a timely basis or otherwise, the required
approvals by government or regulatory agencies (including the terms
of such approvals); the risk that a condition to closing of the
transactions may not be satisfied; and other risk factors relating
to the energy industry, as detailed from time to time in Southern
Company's and Southern Company Gas' reports filed with the
Securities and Exchange Commission. There can be no assurance that
the transactions will in fact be consummated.
Additional information about
these factors and about the material factors or assumptions
underlying such forward-looking statements may be found under Item
1.A. in Southern Company's and Southern Company Gas' Annual Report
on Form 10-K for the fiscal year ended December 31, 2016. The
foregoing list of important factors that may affect future results
is not exhaustive. When relying on forward-looking statements to
make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events. All
subsequent written and oral forward-looking statements concerning
the transactions or other matters attributable to Southern Company
or Southern Company Gas or any other person acting on their behalf
are expressly qualified in their entirety by the cautionary
statements referenced above. The forward-looking statements
contained herein speak only as of the date hereof. Southern Company
and Southern Company Gas undertake no obligation to update or
revise any forward-looking statement, except as may be required by
law.
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SOURCE Southern Company