Marks important step in transformational
acquisition of Peoples
BRYN MAWR, PA and TORONTO, March 29, 2019 /CNW/ - 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
SOURCE Canada Pension Plan Investment Board
