Marks important step in transformational
acquisition of Peoples
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
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version on businesswire.com: https://www.businesswire.com/news/home/20190329005227/en/
Aqua AmericaBrian DingerdissenVP, Investor RelationsO:
610.645.1191BJDingerdissen@AquaAmerica.comStacey HajdakDirector,
Marketing & CommunicationsO: 610.520.6309M:
267.294.1866SMHajdak@AquaAmerica.comCPPIBDarryl
KonynenbeltDirector, Global Media RelationsT: +1 416 972
8389dkonynenbelt@cppib.com
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