UGI Corporation (NYSE: UGI) announced that it has signed a
definitive agreement to acquire Mountaintop Energy Holdings LLC,
owner of Mountaineer Gas Company (“Mountaineer”), the largest gas
local distribution company in West Virginia for an enterprise value
of $540 million, which includes the assumption of approximately
$140 million of debt.
- Highly strategic and complementary investment in a
single-state utility adjacent to UGI’s existing utility
footprint.
- Enterprise value represents approximately 1.4 times
projected 2021 rate base.
- The acquisition will increase UGI’s regulated utility rate
base and customers served by nearly 14% and 30%, respectively, and
is consistent with its strategy to focus growth investments on
natural gas and renewable energy solutions opportunities.
- Accretive to adjusted earnings per share (“EPS”) in first
full year of operations.
- Supports all financial targets and commitments including
long-term 6% - 10% EPS growth and 4% annual dividend
growth.
- Mountaineer offers a secure platform for growth with
predictable, regulated investment opportunities over the next
several decades to improve the safety and reliability of the
distribution system, serve new customers on the system, decrease
methane and greenhouse gas emissions (“GHG”), and build on a long
history of providing excellent customer service.
Mountaineer serves nearly 215,000 customers across 50 of the
state’s 55 counties. The customer base is approximately 90%
residential, with the remaining 10% comprised of commercial and
industrial customers. Mountaineer is fully regulated, and its
system has nearly 6,000 miles of distribution, transmission, and
gathering pipelines.
“We are very pleased to announce this important transaction and
expand our core utility operations in the mid-Atlantic region,”
said John L. Walsh, President and Chief Executive Officer of UGI.
“The transaction is immediately accretive to adjusted EPS and
provides us with an opportunity to support our customers in West
Virginia with a long-term commitment to ensure safe, reliable,
affordable, and environmentally responsible natural gas services.
Our existing Utilities business has shown the value of this
long-term commitment to system enhancement and we expect to make a
similar commitment in West Virginia. We see significant investment
opportunities to continue, if not accelerate, the replacement of
over 1,500 miles of bare steel pipelines and expand the reach of
natural gas in West Virginia to both unserved and underserved
areas. These investments will improve the safety and reliability of
the distribution system and align with our environmental efforts to
lower methane and other GHG emissions. We expect Mountaineer’s rate
base to grow by a compound annual growth rate of approximately 10%
- 12% over the long term.
“Over the past two years, we have indicated our intention to
rebalance our business mix by investing more to build out our
natural gas businesses. This transaction is an important step in
the rebalancing efforts and will support UGI’s long-term annual
commitments to grow EPS and dividends by 6% - 10% and 4%,
respectively,” Mr. Walsh concluded.
Robert F. Beard, Executive Vice President, Natural Gas of UGI,
said, “Mountaineer is a great fit for our natural gas businesses
and UGI as a whole. The company brings an exceptional management
team with significant experience, a track record of safe
operations, and strong regulatory relationships. Like UGI
Utilities, Mountaineer’s customers are situated in the prolific
Marcellus shale production region and have access to clean,
abundant, reliable, and affordable natural gas. We look forward to
becoming a part of the West Virginia community and investing in the
safety and reliability of the Mountaineer system, while maintaining
competitive rates for our customers and building on an already
strong history of excellent customer service. With UGI’s over 135
years of experience in the gas utilities business, we are confident
that we can execute on investment opportunities while providing
best-in-class service to our new customers. This transaction makes
sense strategically, operationally, and culturally and we look
forward to welcoming the Mountaineer employees and customers to the
UGI family of companies.”
Closing Details
The transaction is subject to customary regulatory and other
closing conditions, including approval by the Public Service
Commission of West Virginia. Federal antitrust clearance is also
required pursuant to the U.S. Hart-Scott-Rodino Antitrust
Improvements Act. Assuming fulfillment of all conditions, the
transaction is expected to close in the second half of calendar
year 2021.
Transaction Details
The transaction is expected to be accretive to adjusted EPS in
the first full year of combined operations. UGI expects to finance
the acquisition through debt and / or equity-linked securities and
existing liquidity to optimize accretion while maintaining a strong
balance sheet. UGI does not expect to issue common equity to
finance the acquisition.
Advisors
Goldman Sachs & Co. LLC is serving as UGI’s financial
advisor and Latham & Watkins LLP is serving as legal
counsel.
Investment Community Call
UGI will hold a live Internet Audio Webcast of its conference
call to discuss the acquisition of Mountaintop Energy Holdings, LLC
at 9:00 AM ET on Tuesday, January 5, 2021. Interested parties may
listen to the audio webcast both live and in replay on the Internet
at https://edge.media-server.com/mmc/p/3tbty4tw or at the company
website at http://www.ugicorp.com under “Investors –
Presentations.” A telephonic replay will be available from 12:00 PM
ET on January 5, 2020 through 12:00 PM ET on January 12, 2020. The
replay may be accessed at (855) 859-2056, and internationally at
(404) 537-3406, conference ID 5662188.
About UGI Corporation
UGI Corporation is a distributor and marketer of energy products
and services. Through subsidiaries, UGI operates natural gas and
electric utilities in Pennsylvania, distributes LPG both
domestically (through AmeriGas) and internationally (through UGI
International), manages midstream energy assets in Pennsylvania,
Ohio, and West Virginia and electric generation assets in
Pennsylvania, and engages in energy marketing, including renewable
natural gas, in twelve states and the District of Columbia and
internationally in France, Belgium, the Netherlands and the UK.
FORWARD-LOOKING STATEMENTS
This press release contains statements, estimates and
projections that are forward-looking statements (as defined in
Section 21E of the Securities Exchange Act of 1934, as amended).
Management believes that these are reasonable as of today’s date
only. Actual results may differ significantly because of risks and
uncertainties that are difficult to predict and many of which are
beyond management’s control. You should read UGI’s Annual Report on
Form 10-K for a more extensive list of factors that could affect
results. Among them are adverse weather conditions (including
increasingly uncertain weather patterns due to climate change) and
the seasonal nature of our business; cost volatility and
availability of all energy products, including propane, natural
gas, electricity and fuel oil; increased customer conservation
measures; the impact of pending and future legal proceedings,
liability for uninsured claims and for claims in excess of
insurance coverage; domestic and international political,
regulatory and economic conditions in the United States and in
foreign countries, including the current conflicts in the Middle
East and the withdrawal of the United Kingdom from the European
Union, and foreign currency exchange rate fluctuations
(particularly the euro); the timing of development of Marcellus
Shale gas production; the availability, timing and success of our
acquisitions, commercial initiatives and investments to grow our
business; our ability to successfully integrate acquired businesses
and achieve anticipated synergies; the interruption, disruption,
failure, malfunction, or breach of our information technology
systems, including due to cyber-attack; the inability to complete
pending or future energy infrastructure projects; our ability to
achieve the operational benefits and cost efficiencies expected
from the completion of pending and future transformation
initiatives at our business units; uncertainties related to the
global pandemics, including the duration and/or impact of the
COVID-19 pandemic; and the extent to which we are able to utilize
certain tax benefits currently available under the CARES Act and
similar tax legislation and whether such benefits will remain
available in the future.
NON-SOLICITATION
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transaction or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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Investor Relations Brendan Heck, 610-337-1000 ext. 6608
Tameka Morris, 610-456-6297 Shelly Oates, 610-337-1000 ext.
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