Marks important step in transformational acquisition of Peoples
BRYN MAWR, Pa. & TORONTO--(BUSINESS WIRE)--Mar. 29, 2019--
Aqua America Inc. (NYSE:WTR), the second-largest publicly traded water
and wastewater utility based in the U.S., will receive an approximately
$750 million investment by Canada Pension Plan Investment Board. The
investment marks an important step in obtaining permanent financing for
Aqua’s pending acquisition of Peoples Natural Gas.
The investment is expected to close concurrently with, and contingent
upon, the Peoples acquisition. Through the investment, CPPIB will
acquire approximately 21.7 million newly issued shares of Aqua’s common
stock. Additional information may be found in the Form 8-K that will be
filed today with the U.S. Securities and Exchange Commission.
Announced Oct. 23, 2018, Aqua’s acquisition of Peoples will create a new
utility infrastructure company that will be uniquely positioned to have
a powerful impact on improving infrastructure reliability, quality of
life and economic prosperity in the areas it serves.
“CPPIB’s investment in Aqua is an impactful contribution toward closing
our acquisition of Peoples,” said Aqua America Chairman and CEO
Christopher Franklin. “This investment positions us well as we look
ahead to completing the permanent financing for the Peoples acquisition,
and we appreciate CPPIB’s commitment to this transformational endeavor.”
The all-cash Peoples acquisition reflects an enterprise value of $4.275
billion, including the assumption of approximately $1.3 billion of debt.
As previously disclosed, the transaction will be financed through an
appropriate mix of equity and debt, which will support a strong balance
sheet and continued investment-grade credit ratings for the combined
business.
Deborah Orida, Senior Managing Director & Global Head of Active
Equities, CPPIB, said, “We are pleased to partner with Aqua America to
support the revitalization of this key infrastructure. By acquiring
Peoples, Aqua America will create a unique platform with a strong
management team that is poised for further expansion.”
CPPIB’s investment represents a sizable commitment to the Peoples
acquisition financing. Following the transaction’s closing, one
CPPIB-designated nominee, to be named at a later date, will be appointed
to Aqua’s board of directors.
Franklin added, “The Company’s board and management team have an
optimistic outlook about Aqua’s business and the strong impact it can
have in strengthening infrastructure and taking care of communities.
CPPIB’s investment is a notable milestone in making this vision a
reality.”
Advisors
Moelis & Company LLC is serving as lead financial advisor and Goldman
Sachs & Co. LLC and RBC Capital Markets, LLC are serving as financial
advisors to Aqua. Simpson Thacher & Bartlett LLP is serving as legal
advisor to Aqua.
About Aqua America
Aqua America is the second-largest publicly traded water utility based
in the U.S. and serves over 3 million people in Pennsylvania, Ohio,
North Carolina, Illinois, Texas, New Jersey, Indiana and Virginia. Aqua
America is listed on the New York Stock Exchange under the ticker symbol
WTR. Visit www.AquaAmerica.com
for more information.
About CPPIB
Canada Pension Plan Investment Board (CPPIB) is a professional
investment management organization that invests the funds not needed by
the Canada Pension Plan (CPP) to pay current benefits in the best
interests of 20 million contributors and beneficiaries. In order to
build a diversified portfolio, CPPIB invests in public equities, private
equities, real estate, infrastructure and fixed income instruments.
Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg,
Mumbai, New York City, São Paulo and Sydney, CPPIB is governed and
managed independently of the Canada Pension Plan and at arm's length
from governments. At December 31, 2018, the CPP Fund totalled C$368.5
billion. For more information about CPPIB, please visit www.cppib.com or
follow us on LinkedIn, Facebook or Twitter.
About Peoples
Peoples is a natural gas provider serving approximately 740,000 homes
and businesses in Western Pennsylvania, West Virginia and Kentucky. The
company’s mission is to improve the lives of its customers and to help
build long-term economic growth for the regions it serves. For more
information about Peoples, visit www.peoples-gas.com and
follow Peoples on social media @peoplesnatgas.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, which generally
include words such as “believes,” “expects,” “intends,” “anticipates,”
“estimates” and similar expressions. Aqua America can give no assurance
that any actual or future results or events discussed in these
statements will be achieved. Any forward-looking statements represent
its views only as of today and should not be relied upon as representing
its views as of any subsequent date. Readers are cautioned that such
forward-looking statements are subject to a variety of risks and
uncertainties that could cause the company’s actual results to differ
materially from the statements contained in this release. Such
forward-looking statements include, but are not limited to statements
relating to the investment by CPPIB and the use of proceeds as part of
the financings for the planned acquisition of Peoples, as well as the
expected benefits of the Peoples acquisition. There are important
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements including the
factors discussed in our Annual Report on Form 10-K and our Quarterly
Report on Form 10-Q, which is filed with the Securities and Exchange
Commission. For more information regarding risks and uncertainties
associated with Aqua America's business, please refer to Aqua America's
annual, quarterly and other SEC filings. Aqua America is not under any
obligation - and expressly disclaims any such obligation - to update or
alter its forward-looking statements whether as a result of new
information, future events or otherwise.
The securities offered in this private placement investment have not
been registered under the Securities Act of 1933, as amended, or any
state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws.
WTRF
View source version on businesswire.com: https://www.businesswire.com/news/home/20190329005227/en/
Source: Aqua America Inc.
Aqua America
Brian Dingerdissen
VP, Investor Relations
O:
610.645.1191
BJDingerdissen@AquaAmerica.com
Stacey
Hajdak
Director, Marketing & Communications
O: 610.520.6309
M:
267.294.1866
SMHajdak@AquaAmerica.com
CPPIB
Darryl
Konynenbelt
Director, Global Media Relations
T: +1 416 972 8389
dkonynenbelt@cppib.com
