UGI Corp. announced that it has signed a definitive agreement to acquire Mountaintop Energy Holdings LLC for an enterprise value of $540 million. Mountaintop Energy is the owner of Mountaineer Gas Co., the largest gas local distribution company in West Virginia. The transaction includes the assumption of approximately $140 million of debt.
Some highlights of the deal include:
- 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 percent, 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 percent EPS growth and 4 percent 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 percent residential, with the remaining 10 percent 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 UGI president and CEO John L. Walsh in a Dec. 30 statement. “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.”
Walsh added that the company sees significant investment opportunities to continue, if not accelerate, with the replacement of more than 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,” he said. “We expect Mountaineer’s rate base to grow by a compound annual growth rate of approximately 10 to 12 percent over the long term.”
Over the past two years, UGI has indicated its intention to rebalance its business mix by investing more to build out the company’s natural gas businesses, Walsh added.
“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 to 10 percent and 4 percent, respectively,” 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.”
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.
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.
Goldman Sachs & Co. LLC is serving as UGI’s financial advisor and Latham & Watkins LLP is serving as legal counsel.