CALGARY, April 4, 2018 /CNW/ - AltaGas Ltd. (AltaGas)
(TSX:ALA) and WGL Holdings, Inc. (WGL) (NYSE:WGL) are pleased to
announce the achievement of positive regulatory approval from the
Maryland Public Service Commission (Maryland PSC) to the proposed
merger of AltaGas and WGL (the WGL Acquisition). The 4:1
favourable decision by the Maryland PSC followed a comprehensive
public process and contains a number of conditions. The companies
will expeditiously review these conditions, which generally appear
to be acceptable and consistent with the full suite of merger
commitments offered up by the companies during the public
process.
"We are pleased that the Maryland Public Service Commission has
approved our acquisition of WGL," said David Harris, President and Chief Executive
Officer of AltaGas. "This marks another major milestone in bringing
together AltaGas and WGL to deliver long-term value to customers
and shareholders alike as we build a stronger future together."
"We are confident that our combination with AltaGas will benefit
residents, businesses and the economy of Maryland. We appreciate the Commission's
careful consideration of the many positive benefits this merger
brings to the state as they evaluated our application," said
Terry D. McCallister, Chairman and
CEO of WGL Holdings, Inc., the parent company of Washington Gas.
"Washington Gas will be an even stronger company as part of the
AltaGas family and the new resources available as part of this
combination will provide benefits for the state for years to
come."
The combination of AltaGas and WGL will bring together high
quality, low-risk, long-lived infrastructure assets with a premier
North American footprint. The combined entity will have over
$20 billion in energy infrastructure
assets and an enterprise value over $17
billion. This provides a strong platform for growth
with approximately $4.5 billion in
secured growth projects and approximately $1.5 billion of additional growth
opportunities in advanced stages of development through 2021.
The WGL Acquisition is expected to provide strong accretion to
earnings per share and normalized funds from operations per share
through 2021. Starting with the first full year in 2019, the WGL
Acquisition is also expected to support visible dividend growth
through 2021, while allowing AltaGas to maintain a conservative
payout of normalized funds from operations. Closing of the WGL
Acquisition continues to be on track for mid-2018. Financing to
close the WGL Acquisition is fully backstopped with $2.6 billion in proceeds from AltaGas' bought
deal and private placement of subscription receipts, which closed
in the first quarter of 2017, and a US $3
billion fully committed bridge facility, which may be drawn
upon for closing and could remain in place for up to 18 months
thereafter.
With all financing in place to close the WGL Acquisition,
AltaGas continues to evaluate and advance an asset monetization
strategy in a prudent and timely fashion in step with the
regulatory process and consistent with AltaGas' long-term strategic
vision. Management expects the repayment of the bridge facility to
result from the monetization of over $2
billion from its asset sales process and from offerings of
senior debt and hybrid securities, subject to prevailing market
conditions.
"Given the breadth, depth, and value of AltaGas' assets, we are
fortunate in the choices we have with respect to our monetization
strategy," said Mr. Harris. "We are conscious of the need to
deliver a strong financial outcome for AltaGas, the right asset mix
for the company on a go forward basis, and a meaningful financial
return for our shareholders. We are confident in our ability
to monetize assets in a manner that achieves those results. We are
actively in discussions on several fronts including the potential
sale of appropriate minority interest(s) in our Northwest B.C.
Hydro Facilities."
The regulatory review process continues in the District of Columbia. AltaGas and WGL have
worked constructively with the District of Columbia Public Service
Commission (DC PSC) and other parties involved in the regulatory
proceedings to make sure customers benefit, existing jobs are
protected, new jobs are added, and support for clean energy is
advanced. A final decision from the DC PSC on the combination is
expected by mid-2018.
As of today, the WGL Acquisition has received the following
approvals:
Shareholders
- Approval from WGL shareholders on May
10, 2017.
Federal
- Approval from the Federal Energy Regulatory Commission (FERC),
an independent agency that regulates the interstate transmission of
natural gas, electricity and oil, on July 6,
2017;
- Expiration of the waiting period as of July 17, 2017, pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR Act), when the merger was
deemed approved by the Federal Trade Commission and the Department
of Justice; and
- Approval from the Committee on Foreign Investment in
the United States (CFIUS) on
July 28, 2017.
State
- Approval from the Virginia State Corporation Commission on
October 20, 2017;
- Approval from the Maryland Public Service Commission on
April 4, 2018.
Learn more about the combination at
www.wgldeliveringmore.com.
About AltaGas
AltaGas is an energy infrastructure company with a focus on
natural gas, power and regulated utilities. AltaGas creates value
by acquiring, growing and optimizing its energy infrastructure,
including a focus on clean energy sources. For more information
visit: www.altagas.ca
This news release contains forward-looking statements. When
used in this news release, the words "may", "would", "could",
"can", "will", "be", "intend", "possible", "plan", "develop",
"anticipate", "target', "believe", "seek", "propose", "continue",
"estimate", "expect", and similar expressions, as they relate to
AltaGas or an affiliate of AltaGas, are intended to identify
forward-looking statements. This news release contains
forward-looking statements with respect to, among other things,
acceptability of conditions from the Maryland PSC decision, the
expected timing and outcome of the DC PSC decision, the anticipated
date for closing the WGL Acquisition, ability to deliver long-term
value and enhance the financial strength of the combined company,
growth projects and opportunities, assets to be sold and the
expected timing and proceeds from asset sales, expectations with
respect to additional financing, financial outcomes, including
without limitations, returns to shareholders, accretion to earnings
per share and funds from operations per share, dividend growth and
payout of funds from operations, access to capital, and the
benefits of the WGL Acquisition, including without limitation, the
protection of existing and addition of new jobs. These statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Such
statements reflect AltaGas' current views with respect to future
events based on certain material factors and assumptions and are
subject to certain risks and uncertainties, including without
limitation, changes in market, competition, governmental or
regulatory developments, general economic conditions and other
factors set out in AltaGas' public disclosure documents. Many
factors could cause AltaGas' actual results, performance or
achievements to vary from those described in this news release,
including without limitation those listed above. These factors
should not be construed as exhaustive. Should one or more of these
risks or uncertainties materialize, or should assumptions
underlying forward-looking statements prove incorrect, actual
results may vary materially from those described in this news
release as intended, planned, anticipated, believed, sought,
proposed, estimated or expected, and such forward-looking
statements included in, or incorporated by reference in this news
release, should not be unduly relied upon. Such statements speak
only as of the date of this news release. AltaGas does not intend,
and does not assume any obligation, to update these forward-looking
statements. The forward-looking statements contained in this news
release are expressly qualified by this cautionary
statement.
SOURCE AltaGas Ltd.