AltaGas to acquire WGL Holdings
On January 25, 2017, AltaGas Ltd. ("AltaGas") and WGL Holdings, Inc. ("WGL") announced that they entered into of a definitive agreement and plan of merger for AltaGas to acquire WGL in an all cash transaction valued at approximately C$8.4 billion, including the assumption of approximately C$2.4 billion of debt.
The transaction is not subject to any financing contingency and AltaGas has a fully committed US$4.95 billion bridge financing facility in place with J.P. Morgan Chase Bank, The Toronto-Dominion Bank, and Royal Bank of Canada to finance the transaction. Permanent financing of the transaction is expected to be achieved through an approximate C$400 million private placement of subscription receipts to OMERS, the pension plan for Ontario's municipal employees, and a bought subscription receipt offering for gross proceeds of approximately US$2.1 billion, launched concurrently with this announcement.
Furthermore, AltaGas will also finance the transaction with subsequent offerings of senior debt, preferred shares and hybrid securities, as well as selected AltaGas asset sales. AltaGas has a US$2.0 billion tranche of its bridge facilities allocated to covering asset sales, which would be available for up to 18 months following closing of the transaction. The timing of the subsequent offerings and asset sales is subject to prevailing market conditions, but are expected to be completed prior to the closing of the transaction.
On February 3, 2017, AltaGas announced the completion of its previously announced offering of 67,800,000 subscription receipts at an issue price of C$31.00 per subscription receipt, for total gross proceeds of approximately C$2.1 billion, as well as the completion of the private placement to OMERS of 12,910,000 subscription receipts at the offering price for aggregate gross proceeds of approximately C$400 million.
AltaGas is a North American 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.
WGL is a leading source for clean, efficient and diverse energy solutions. With activities and assets across the U.S., WGL consists of Washington Gas, WGL Energy, WGL Midstream and Hampshire Gas. WGL provides natural gas, electricity, green power and energy services, including generation, storage, transportation, distribution, supply and efficiency.
OMERS, the pension plan for Ontario's municipal employees, is one of Canada's largest pension plans, with C$77 billion of net assets invested in a diversified global portfolio of public investments, private equity, infrastructure and real estate.
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