Eversource Energy
Company Summary
Financial Data:
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ES - New York Stock Exchange
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Recent news
- 3/28/2024 - The Biden Administration... (subscriber access)
- 3/1/2024 - Ørsted and Eversource... (subscriber access)
- 3/1/2024 - New York Awards 1,700 MW... (subscriber access)
- 2/14/2024 - Eversource to Sell Stake... (subscriber access)
- 1/25/2024 - Ørsted to Acquire... (subscriber access)
Company Transactions
Date: 3/2/2020
Type: Acquisition
NOTES:
Eversource Energy announced plans to acquire Columbia Gas of Massachusetts from NiSource, which includes 626,000 customers across the state. The deal has a purchase price of $1.1 billion in cash in exchange for 5,000 miles of pipe, essentially doubling Ever source's natural gas business.
Eversource Energy announced plans to acquire Columbia Gas of Massachusetts from NiSource, which includes 626,000 customers across the state. The deal has a purchase price of $1.1 billion in cash in exchange for 5,000 miles of pipe, essentially doubling Ever source's natural gas business.
REGIONS:
Northeast
Date: 2/8/2018
Type: Joint Venture
NOTES:
Eversource is paying roughly $225 million for a 50% interest in Orsted's Revolution Wind and South Fork Wind Farm projects
Eversource is paying roughly $225 million for a 50% interest in Orsted's Revolution Wind and South Fork Wind Farm projects
Date: 1/12/2018
Type: Acquisition
BUYERS:
Granite Shore Power LLC
SELLERS:
Eversource Energy
ASSETS:
Merrimack Station
Newington Power Plant
Schiller Station
Lost Nation Power Plant
White Lake Power Plant
DETAILS:
COST: 175 $MM
VOLUMES: 1130.1 MW
NOTES:
Eversource's three fossil generation facilities and two remote combustion turbines are being sold for $175 million to Granite Shore Power, LLC, a new subsidiary owned 50-50 by Atlas Holdings and Castleton Commodities.
Eversource's three fossil generation facilities and two remote combustion turbines are being sold for $175 million to Granite Shore Power, LLC, a new subsidiary owned 50-50 by Atlas Holdings and Castleton Commodities.
REGIONS:
New England
Northeast
Date: 12/31/2017
Type: Acquisition
BUYERS:
Hull Street Energy
SELLERS:
Eversource Energy
ASSETS:
Amoskeag Hydro Power Plant
Ayers Island Hydro Power Plant
Canaan Hydro Power Plant
Eastman Falls Hydro Power
Garvins Falls Hydro Power Station
Gorham Hydro Power Station
Hooksett Hydro Power Station
Jackman Hydro Power Station
Smith (NH) Hydro Power
DETAILS:
COST: 83 $MM
VOLUMES: 68.2 MW
NOTES:
The nine hydroelectric facilities will be sold for $83 million to Hull Street Energy..
The nine hydroelectric facilities will be sold for $83 million to Hull Street Energy..
REGIONS:
New England
Northeast
Date: 12/14/2016
Type: Acquisition
NOTES:
Eversource Energy acquired 50 percent stake in DONG Energy's Bay State wind project in Massachusetts. The two companies will develop, construct and operate the offshore wind project in a 50-50 partnership.
Eversource Energy acquired 50 percent stake in DONG Energy's Bay State wind project in Massachusetts. The two companies will develop, construct and operate the offshore wind project in a 50-50 partnership.
REGIONS:
Northeast
News & Press Releases
Criterion News
- 3/28/2024 - The Biden Administration... (subscriber access)
- 3/1/2024 - Ørsted and Eversource... (subscriber access)
- 3/1/2024 - New York Awards 1,700 MW... (subscriber access)
- 2/14/2024 - Eversource to Sell Stake... (subscriber access)
- 1/25/2024 - Ørsted to Acquire... (subscriber access)
- 1/9/2024 - Eversource Energy... (subscriber access)
- 12/7/2023 - U.S. Regulators Approve... (subscriber access)
- 8/22/2023 - U.S. Department of the... (subscriber access)
- 5/26/2023 - Eversource Energy Plans... (subscriber access)
- 5/26/2023 - Eversource Energy... (subscriber access)
- 3/14/2023 - Offshore Wind Power... (subscriber access)
- 1/27/2023 - Ørsted and Eversource... (subscriber access)
- 10/31/2022 - Eversource Energy is... (subscriber access)
- 7/13/2022 - Eversource Gas Pipeline... (subscriber access)
- 5/16/2022 - Eversource Energy... (subscriber access)
- 10/27/2021 - Siemens Energy Awarded... (subscriber access)
- 6/2/2021 - Dominion Energy, Ørsted... (subscriber access)
- 3/2/2020 - Eversource Energy... (subscriber access)
- 10/24/2019 - Sunrise Wind Signs Power... (subscriber access)
- 7/19/2019 - Sunrise Wind Selected as... (subscriber access)
- 5/31/2019 - Eversource Energy Prices... (subscriber access)
- 2/8/2019 - Orsted and Eversource... (subscriber access)
- 8/27/2018 - Hull Street Energy... (subscriber access)
- 6/13/2018 - Eversource Aiming to... (subscriber access)
- 2/1/2018 - Northern Pass Project Shot Down by SIte Evaluation Committee One Week After Winning Bid
- 1/26/2018 - Northern Pass... (subscriber access)
- 1/11/2018 - Granite Shore Power... (subscriber access)
- 11/17/2017 - Northern Pass Recieves... (subscriber access)
- 10/12/2017 - Eversource Energy Agree's to Divest Power Assets in New Hampshire; Marking Electric Deregulation of New Hampshire's Power Market
- 12/14/2016 - Eversource Energy... (subscriber access)
Press Releases
- The SJW Group merger is a merger of equals (MOE) transaction and not a "sale" as you continue to wrongly assert. This is an important distinction because an MOE provides specific value and certain benefits to all of our stakeholders that Eversource's acquisition proposal does not. Indeed, in addition to the significant value the SJW Group merger provides to our shareholders at closing and over the long-term, our merger with SJW Group maintains a strong local workforce with no layoffs, our long-standing commitment to outstanding customer service, commitments for approximately $200 million of annual capital investments across the combined operations, a commitment to environmental stewardship, and a commitment to ongoing support of our communities, which is fortified by our continuing New England headquarters located in Clinton, CT. These benefits stand in sharp contrast to Eversource's proposal, which is not only silent on many of these stakeholder commitments, but also fails to provide full and fair value for Connecticut Water shareholders.
- We have tried to actively engage with Eversource; it is Eversource who is unwilling to meaningfully engage with Connecticut Water. We have provided operating and financial information, participated in multiple conversations and provided access to the company's Board of Directors, management and financial advisors. Eversource was also among the 50 parties invited to participate in our go-shop process, but Eversource declined to do so. Additionally, we put forth a reasonable counter proposal on July 7, 2018, that better reflected the value of the company and the value of the SJW Group merger. Yet, Eversource has not materially modified its proposal and has not made any movement in response to the counter proposal we submitted.
- It is standard methodology to base the implied transaction premium upon the true unaffected share price rather than the midpoint of the discounted cash flow analysis, as you have suggested. Referencing Connecticut Water's true unaffected price per share, prior to the announcement of the SJW Group merger, reduces the implied premium of Eversource's revised proposal, which is meaningfully lower than the historical average premium paid in comparable utility acquisition transactions.
- A 27.5x price-to-earnings multiple may be relevant for integrated electric and gas utility companies, but does not represent an "extremely compelling" valuation for an acquisition of high-quality, highly desirable and well-managed pure-play water assets like Connecticut Water. Additionally, our reasonable counter proposal of $69.50 per share implies a multiple of 29.8x our estimated 2018 earnings per share, which is in line with the implied price-to-earnings multiples achieved in other recent utility acquisition transactions.
- Our merger with SJW Group remains on track to close during the fourth quarter of 2018. We are making progress with the necessary approvals. For example, as previously announced, the Federal Trade Commission has already granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
- Eversource's proposal is inadequate and significantly undervalues Connecticut Water. There is no reasonable basis for Eversource's public assertions that its proposal is superior to the SJW Group merger and we strongly object to these continued references. We view Eversource's public statements in this regard as false and as an attempt to mislead our shareholders in order to prevent Connecticut Water from securing the vote required to approve the SJW Group merger.
- The breakup fee provision in our merger agreement is standard and customary, as Eversource's own prior merger shows. The wisdom of the Connecticut Water Service Board of Directors in agreeing to the customary breakup fee as part of securing the value creating SJW Group merger – and not pursuing negotiations with Eversource that may have jeopardized that transaction – has been fully proven by Eversource's inability to submit a competitive, let alone superior, proposal to the SJW Group merger.
- "there has been some contemplation that perhaps this Connecticut Water bid is a function of you starting to see a lack of opportunity to deploy incremental capital in your core electricity and gas businesses in ways that allow you to be sustainably inside that 5% to 7% earnings growth rate. Would you care to comment on that impression that some people are drawing from it?"
- "If you really don't need this acquisition for the 5% to 7% growth, I'm struggling a little bit with the need to pursue this acquisition so aggressively. It is a relatively small acquisition, but you're going to now spend time and resources to try and pursue the deal. I'm struggling a little bit to understand why kind of push it so much if it's really not needed."
- The SJW Group merger was approved by Connecticut Water's independent Board whose directors are committed to serving the best interests of all Connecticut Water shareholders. As the background section of the Connecticut Water proxy details, the merger terms were the product of vigorous arms-length negotiations that resulted in Connecticut Water achieving two significant price increases and meaningful benefits for all of the Company's stakeholders.
- The SJW Group merger delivers greater shareholder value and the ability to participate in the combined company's substantial upside opportunity. Under the terms of the SJW Group agreement, Connecticut Water shareholders will receive the equivalent of $63.70 per share based on SJW Group's closing share price on April 19, 20181 and the agreed upon exchange ratio. In contrast, Eversource has submitted a non-binding proposal to acquire all the outstanding shares of Connecticut Water for $63.50 per share in cash and/or in Eversource common shares at the election of Connecticut Water shareholders.
Following the closing of the transaction, Connecticut Water shareholders will own approximately 40 percent of the combined company and SJW Group shareholders will own approximately 60 percent, on a fully diluted basis. Thus, in addition to providing a premium to Connecticut Water shareholders, they will also be able to participate in the combined company's substantial upside opportunity.
- The SJW Group merger also provides long-term benefits for customers, employees and communities, and has a clear path to close. The merger with SJW Group will maintain Connecticut Water's longstanding commitments to outstanding customer service, which will be enhanced by sharing of best practices, operational expertise and more extensive resources. No merger-related layoffs or significant changes in employee compensation or benefits packages are planned. In addition to retaining dedicated employee teams across its footprint, the new company will maintain Connecticut Water's environmental stewardship and strong community ties, including a focus on supporting economic development with investments in growth, safety and reliability.
Since announcing the merger on March 15, 2018, Connecticut Water has received strong support from multiple stakeholders, including shareholders, employees and customers. The Company is preparing the associated regulatory filings, and the merger with SJW Group remains on track to be completed in the fourth quarter of 2018.
- The SJW Group merger would be highly accretive, while protecting jobs. Eversource's acquisition proposal is noticeably silent on both. The SJW Group merger is expected to be immediately accretive to Connecticut Water's standalone earnings per share, achieving at least high-single digit accretion in the first fiscal year post-closing and maintaining mid- to high-single digit accretion over the next few years. Notably, these accretion estimates are not dependent on cost savings or job cuts. Indeed, no merger-related layoffs are planned so there will be no impact on jobs at the utilities in Connecticut, Maine, California and Texas.
- The SJW Group merger creates a leading, national pure-play water utility with significant opportunities for investment and growth. Eversource's acquisition proposal reflects an underperforming, predominantly T&D company trying to diversify to improve returns. The combined SJW Group-Connecticut Water company will be the third largest investor-owned water and wastewater utility in the United States and will have a strong multi-state presence in California, Connecticut, Maine and Texas. In addition to expanding its market reach, the increased scale and more diverse geographic footprint of the new organization provide the opportunity for investments in service and reliability that can enhance value for shareholders, customers and communities.
In contrast to this pure-play water leader, Eversource Energy is predominantly an electric and gas transmission and distribution company that is launching an unsolicited acquisition proposal and disruptive, costly proxy contest in an effort to distract from its record of chronic underperformance and poor customer service, as detailed below.
- The SJW Group merger creates a new company with a proven team who has delivered superior shareholder returns and who believes world-class customer service is a priority. Eversource has a record of underperformance and poor customer service. The combined SJW Group-Connecticut Water company will be led by an experienced Board and leadership team that leverages the strengths and capabilities of both companies. Each of the combined company's operating utilities and their customers will continue to be supported locally by a team of dedicated employees and their accomplished, existing leaders.
- Superior shareholder returns: Over the past five years, Connecticut Water has delivered a 179 percent total return to the Company's shareholders, outperforming Eversource, Connecticut Water's peers and the Dow Jones Utility Average Index by 119 percent, 66 percent and 145 percent, respectively.
- Leading customer service: Connecticut Water has customer satisfaction rankings that consistently exceed 90 percent in customer surveys conducted by an independent research firm – underscoring that delivering safe, clean drinking water is Connecticut Water's top priority.
- Inferior shareholder returns: Eversource has delivered only a 60 percent total return for shareholders over the past five years compared to 179 percent for Connecticut Water over the same period.
- Poor customer service: Eversource was ranked in the bottom quartile of J.D. Power's 2017 customer service rankings for the East Region and was ranked near the bottom nationally. Eversource also finished in the bottom half of the rankings in four of the five categories used by the Wired Group in 2017 to rate electric utilities around the country. In fact, according to that survey, Eversource was ranked 97th out of 103 electric utilities in the category of customer satisfaction. Eversource is currently under investigation by the Public Utilities Regulatory Authority (PURA) regarding service shutoffs. According to PURA, Eversource's customer shutoffs increased almost 100 percent from 2015 to 2017.
- The SJW Group merger would create a new company with shareholder returns derived from a stable and robust dividend and numerous investment opportunities. Upon closing and subject to market conditions and Board approval at the time, the new company is expected to establish a dividend at least equivalent to SJW Group's announced 2018 annual dividend of $1.12 per share. This represents an immediate dividend uplift of approximately 7 percent for Connecticut Water shareholders, when adjusted for the agreed exchange ratio, based on the annualized quarterly cash dividend of $0.2975 per share declared by Connecticut Water on November 9, 2017.
The combined SJW Group-Connecticut Water company is expected to benefit from a robust balance sheet and enhanced financial flexibility, with total assets of $2.4 billion. This will result in a stronger financial foundation and increased capital markets access yielding a lower cost of capital, which will better enable the new organization to compete for attractive growth opportunities on a national level, supporting continued growth in both its dividend and earnings per share.
In contrast, we believe Eversource is pursuing this transaction and touting its dividend in an attempt to compensate for its inability to deliver meaningful stock price appreciation on its own. Absent the benefit of its dividend, Eversource delivered only a 35 percent stock price return over the past five years as compared to 143 percent for Connecticut Water. - Significant, immediate premium with opportunity for continued substantial value creation. In addition to providing Connecticut Water shareholders with a premium based on the Company's unaffected stock price on March 14, 2018, the stock-based consideration provides shareholders with the opportunity to participate in the substantial upside value that is expected to be created as a result of the combined company's position as a leading, national, pure-play water utility company.
- Highly attractive earnings accretion. The SJW Group merger combination is expected to be immediately accretive to Connecticut Water's standalone earnings per share, achieving high-single digit accretion in the first fiscal year post-closing and maintaining mid- to high-single digit accretion over the next few years.
- Enhanced growth platform and expanded rate base as a result of increased scale, geographic diversity and strong financial foundation. The combined company will be the third largest investor-owned water and wastewater utility in the United States and will have a strong multi-state presence in California, Connecticut, Maine and Texas. The increased financial and operating scale of the new organization provide the opportunity for investments in service and reliability across a more diverse geographic footprint, enhancing value for shareholders as well as for customers and communities.
- Robust, stable dividend with immediate uplift. Upon closing and subject to market conditions and Board approval at the time, the new company is expected to establish a dividend at least equivalent to SJW Group's announced 2018 annual dividend of $1.12 per share. This represents an immediate dividend uplift of approximately 7 percent for Connecticut Water shareholders, when adjusted for the agreed exchange ratio, based on the annualized quarterly cash dividend of $0.2975 per share declared by Connecticut Water on November 9, 2017.
SJW Group has paid a dividend for the last 74 consecutive years and has increased the annual dividend payment in each of the last 50 years. Connecticut Water has paid a dividend for the last 62 consecutive years and has increased the annual dividend payment in each of the last 48 years. - Proven management team with a record of strategic execution, superior value creation and regional focus. The combined company will be led by an experienced Board of Directors and leadership team that leverages the strengths and capabilities of its subsidiaries. Over the past five years, the Connecticut Water team, who will remain in place following the close of the transaction, has delivered a 154 percent total return to the Company's shareholders, outperforming Connecticut Water's peers and the Dow Jones Utility Average Index by 54 percent and 122 percent, respectively. (The Company noted that over the same period Eversource returned only 57 percent.
- Long-term benefits for customers, employees and communities. The merger with SJW Group will maintain Connecticut Water's longstanding commitments to outstanding customer service, which will be enhanced by sharing of best practices, operational expertise and more extensive resources.
Each of the combined company's operating utilities and their customers will continue to be supported locally by a team of passionate, dedicated employees and existing leaders, with no merger-related layoffs or significant changes in employee compensation or benefits packages planned.
In addition to retaining dedicated employee teams across its footprint, the new company will maintain Connecticut Water's environmental stewardship and strong community ties, including a focus on supporting economic development with investments in growth, safety and reliability. - The proposed merger with SJW Group is expected to create greater value for Connecticut Water and its shareholders than pursuing Eversource's unsolicited acquisition proposal, noting that over the past five years, Connecticut Water has delivered a 154 percent total return to the Company's shareholders compared to only 57 percent for Eversource over the same period;
- The proposed merger of Connecticut Water and SJW Group presents Connecticut Water shareholders with the opportunity to benefit from enhanced future growth prospects, financial strength and a compelling total return profile for the pro forma combined company, while allowing Connecticut Water shareholders to maintain their investment in a pure-play water utility; and
- Connecticut Water shareholders will maintain a meaningful ownership position in the combined pure-play water company and continue to benefit from a proven management team who has a record of delivering superior value creation and world-class customer service that supports strong operations and regulatory relationships.
While Connecticut Water has regularly achieved customer satisfaction rankings above 90 percent, Eversource was ranked in the bottom quartile of J.D. Power's 2017 customer service rankings for the East Region and was ranked near the bottom nationally. For Connecticut Water, delivering safe, clean drinking water is the priority for 100% of its customers as compared to a small percentage of Eversource's total customer base. - Increased sales of ENERGY STAR certified LED bulbs to more than 2.1 million in 2015, representing 57 percent of the lighting product mix in Connecticut and a 400 percent increase since 2013.
- Incentivized the sale of almost 12,000 ENERGY STAR certified HVAC and water heating products, representing savings of almost 3.2 million kWh annually and 42.3 million kWh over the lifetime of the measures, and an increase of over 900 percent in some equipment categories compared to sales in 2013.
- Expanded partnerships with heating and water heating distributors and contractors in the state to encompass 99 percent of all equipment distributors, 100 percent of water heating retailers, and more than 480 equipment installation contractors.
- Focused on reaching underserved market segments, including elderly, bilingual, and low-income customers. In 2015, the Retail Products program expanded to promote ENERGY STAR certified light bulbs to over 220 discount chains and small local demographic stores or bodegas, and worked with manufacturers to provide ENERGY STAR educational and marketing materials in other languages such as Spanish and Chinese, helping to drive the sale of more than 126,000 ENERGY STAR certified bulbs to underserved markets statewide.
- Opened the new, expanded Energize Connecticut Center in North Haven, Connecticut, which hosts school tours, community events, seminars, and small meetings for industry partners and local businesses. The Center supports all Energize Connecticut programs, and heavily features ENERGY STAR throughout its many exhibits. Since opening in April 2015, the Center has already welcomed over 11,000 visitors and hosted 125 school tours.
- Worked with over 150 municipalities across Connecticut to benchmark more than 1,500 public buildings using the EPA Portfolio Manager, and used these results as the basis for the development of municipal action plans that lay out specific energy efficiency improvements to achieve 20 percent savings by 2018.
- Developed and implemented the innovative Bright Idea Grants award system, through which municipalities earn points for participation in utility efficiency programs, and can redeem these points for additional grants to fund the implementation of energy-saving projects in their municipal action plans.
- the prudence of subscriber decisions to contract with Grid Assurance™ for sparing service and the prudence of purchasing spare equipment from Grid Assurance™ following a qualifying event;
- the availability of single-issue ratemaking to recover costs of purchasing sparing service and spare equipment from Grid Assurance™; and
- that affiliate rules are waived for Grid Assurance™, subject to certain conditions including submission of an annual information report from Grid Assurance™ that contains audited financial statements, information about the sparing service fee formula and information about sparing sales including cost and sale price. The annual information reporting requirement will begin a year from the start of sparing operations.
Edison Chouest Offshore Affiliate Executes Long-Term Charter Agreement With Ørsted And Eversource For Provision Of The First U.S. Jones Act Compliant Windfarm Service Operation Vessel
Source: PR Newswire
CUT OFF, La., Oct. 1, 2020 /PRNewswire/ -- Edison Chouest Offshore (ECO), Ørsted and Eversource announced today the execution of a long-term charter agreement for the provision of the first-ever U.S. flagged "Jones Act" compliant Service Operations Vessel (SOV). The SOV will be engineered, constructed and operated by ECO as an integral part of the operation and maintenance of the Revolution Wind, South Fork Wind and Sunrise Wind offshore wind farms in the northeast United States, which are dependent on obtaining the necessary federal permits from the Bureau of Ocean Energy Management (BOEM).
The SOV will be utilized during the operation & maintenance (O&M) phases of the wind farm projects, serving as an at sea base of operations to accommodate and transfer technicians, tools and parts safely to and from the individual Wind Turbine Generators. This vessel is a special-purpose design with focus on passenger comfort and safety, enhanced maneuverability and ship motions, extended offshore endurance and reduced emissions.
The vessel will be built at a combination of Edison Chouest's shipyards in Florida, Mississippi and Louisiana, creating well over 300 new construction jobs. The construction of this vessel will also have a broader economic impact on other U.S. states hosting suppliers of major components, with some notable beneficiaries being North Carolina and Illinois for steel and main engines, respectively. While the offshore wind industry is relatively new to the United States, states in the Gulf of Mexico region, who have a long history in offshore related industries, stand to immediately gain from the high transferability of existing jobs over to offshore wind. In addition to jobs created in Louisiana, the vessel will operate from New York once in operation.
"The offshore wind energy industry is generally well developed and understood, particularly in Europe where an enormous industry has developed over decades, but this industry is in an initial stage in the United States. There is an unprecedented opportunity, with twelve offshore wind projects planned, an additional ten offshore wind leases signed, and another six wind leases awaiting award. In aggregate, there is a pipeline of well over 25 thousand megawatts of power to be produced by over 1,700 wind turbines, across thirteen states, and in various stages of development that will require an incredible array of vessels, resources, knowledge, and capital commitment to install, operate, and repair," says Mr. Gary Chouest, President of Edison Chouest Offshore. "We're unique in the U.S. offshore marine vessel industry with our own in-house engineering group, our own shipyards, and a wealth of expertise in the offshore industry putting us in a dominant position in the industry with the unique capability to engineer, construct and operate specialized vessels for this market."
The vessel will be over 260 feet long and capable of housing 60 passengers. Crew will enjoy access to passenger staterooms with private bathrooms, an exercise room, cinema/training room, internet café and multiple lounges. The SOV will include a below deck warehouse to palletize storage for wind farm tools, components and supplies with step-less access to an elevator. A Daughter Craft, with associated Launch and Recovery System and hydraulic height-compensating landing platform, will also be installed for infield turbine repair operations. In keeping with the environmental goals of the offshore wind industry, this vessel will operate on diesel electric power that meets EPA Tier 4 emission standards and will feature proprietary ECO Variable Frequency Drive (VFD) to reduce greenhouse gas emissions.
"This is an incredible moment for the American offshore wind industry," said Thomas Brostrøm, CEO of Ørsted North America, Offshore. "It is hard to state what this moment means for this new, multi- billion-dollar industry. The SOV is not only a crucial part of our plans to build out and operate our Northeast Wind Farms, but it represents just how far reaching the economic impacts of offshore wind can be; offshore wind means massive investments for U.S. companies and jobs for American workers, even those in states without active projects."
"Today's news represents a key moment in the advancement of the offshore wind industry in the United States," said Joe Nolan, Executive Vice President at Eversource Energy. "Not only is this new vessel a critical component of our plans to build and develop the next generation of clean energy in our country, it's a testament to how far the industry has come in such a short time and what we can achieve moving forward. This new state of the art vessel will help us deliver on the promise of creating jobs, driving economic growth, and combating climate change and will play a key role in our efforts to support states in meeting their commitment to decarbonization."
"The Offshore Marine Service Association (OMSA) is thrilled that Ørsted and Eversource are investing in U.S. vessels," said Aaron Smith, President of OMSA. "This is proof that the offshore wind will be an economic driver for the U.S. maritime industry and the U.S. maritime industry is fully capable of satisfying the needs of the offshore wind."
About Edison Chouest Offshore
Founded as Edison Chouest Boat Rental in 1960, ECO is recognized today as the most diverse and dynamic marine transportation solution provider in the world. ECO operates a growing fleet of almost 300 vessels, up to 525 feet in length, and serving an expanding global customer base. ECO is the largest provider of U.S. 'Jones Act' compliant offshore marine vessels, the largest provider of offshore marine service vessels to Central and South American markets, has the largest base of shipyards in the U.S., owns and manages world-class port terminal facilities and operates worldwide on all oceans, including the Arctic and Antarctic regions. Staying on the forefront of new technologies is an integral part of the ECO vision, as evidenced by recent advances in the areas of emissions reductions, subsea support services, integrated bridge systems, remote monitoring of vessel systems and global communications.
Please visit Edison Chouest Offshore's website at www.chouest.com.
About Ørsted North America, Offshore
The Ørsted vision is a world that runs entirely on green energy. Ørsted ranks #1 in Corporate Knights' 2020 index of the Global 100 most sustainable corporations in the world and is recognized on the CDP Climate Change A List as a global leader on climate action.
In the United States, Ørsted operates the Block Island Wind Farm, America's first offshore wind farm, and constructed the two-turbine Coastal Virginia Offshore Wind pilot project – the first turbines to be installed in federal waters. Ørsted has secured over 2,900 megawatts of additional capacity through five projects in the Northeast and Mid-Atlantic. Ørsted's North American Offshore business is jointly headquartered in Boston, Massachusetts and Providence, Rhode Island and employs more than 150 people. To learn more visit us.orsted.com or follow us on Facebook, Instagram and Twitter (@OrstedUS).
About Eversource
Eversource (NYSE: ES), celebrated as a national leader for its corporate citizenship, is the #1 energy company in Newsweek's list of America's Most Responsible Companies for 2020 and recognized as one of America's Most JUST Companies and the #1 utility by Forbes and JUST Capital. Eversource transmits and delivers electricity to 1.25 million customers in 149 cities and towns, provides natural gas to 237,000 customers in 74 communities, and supplies water to approximately 199,000 customers in 52 communities across Connecticut. Eversource harnesses the commitment of approximately 8,300 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. The #1 energy efficiency provider in the nation, the company is empowering a clean energy future in the Northeast, with nationally-recognized energy efficiency solutions and successful programs to integrate new clean energy resources like solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow us on Twitter, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.
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SOURCE Ørsted
Article Date
10/1/20207/16/2018 - Connecticut Water Service Clarifies Mischaracterization of Eversource's Inferior Acquisition Proposal
Connecticut Water Service Clarifies Mischaracterization of Eversource's Inferior Acquisition Proposal
Source: PR Newswire
CLINTON, Conn., July 16, 2018 /PRNewswire/ -- Connecticut Water Service, Inc. (NASDAQ: CTWS) today issued the following statement regarding recent mischaracterizations of Eversource Energy's (NYSE: ES) July 2, 2018 acquisition proposal. The Eversource proposal is to acquire all of the outstanding shares of Connecticut Water common stock for $64.00 per share in cash and/or in Eversource common stock at the election of Connecticut Water shareholders:
To avoid any confusion regarding the terms of Eversource's revised acquisition proposal, Connecticut Water clarified that Eversource's proposal is not for $66.00 per share. Eversource has only made a less than 1 percent increase to $64.00 per share from its prior inadequate, below market proposal.
In an attempt to continue to mislead shareholders, Eversource has been incorrectly asserting that it could deliver additional value to Connecticut Water shareholders. As Connecticut Water clarified on June 18, 2018, Eversource's assertion is based on the false premise that the termination fees required under the SJW Group (NYSE: SJW) merger agreement would be avoided by Connecticut Water or paid to Connecticut Water by SJW Group. It is incorrect to assume that the breakup fee can be simply negated as Eversource has suggested. As Eversource knows given its own agreement to such fees in the past, this is a customary contractual provision and Connecticut Water is legally obligated to it. Notably, this is a two-way fee and is structured to provide specific protections for Connecticut Water shareholders as well.
Since 2010, 100 percent of announced merger of equals transactions within the U.S. included a termination fee. Notably, Eversource itself was formed in 2012 through a merger involving the former Northeast Utilities and NSTAR, which included a termination fee of $135 million. Such fees have not served as a barrier to competing proposals succeeding in other M&A transactions, and we do not believe it should serve as a barrier in this case if indeed Eversource is committed to paying full and fair value for its change of control acquisition. This latest tactic is indicative of Eversource's pattern of misleading stakeholders and attempting to inflate the perceived value of their offer, which does not provide the same value or benefits as the merger of equals with the SJW Group.
Connecticut Water remains subject to the SJW Group amended merger agreement, and its Board has not changed its recommendation regarding the SJW Group merger.
Wells Fargo Securities, LLC is serving as Connecticut Water's financial advisor and Sullivan & Cromwell LLP as its legal counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of CTWS or the stockholders of SJW Group for the transaction are not obtained; (2) the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3) the risk that the anticipated tax treatment of the transaction is not obtained; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the transaction; (6) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7) risks that the proposed transaction disrupts the current plans and operations of SJW Group or CTWS; (8) the ability of SJW Group and CTWS to retain and hire key personnel; (9) competitive responses to the proposed transaction; (10) unexpected costs, charges or expenses resulting from the transaction; (11) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses; and (13) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed by SJW Group with the Securities and Exchange Commission (the "SEC") on April 25, 2018 in connection with the proposed transaction, as amended by that Amendment No. 1 to Form S-4 filed with the SEC on June 7, 2018 and that Amendment No. 2 to Form S-4 filed with the SEC on June 25, 2018, and CTWS's quarterly report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 9, 2018.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to CTWS's overall business and financial condition, including those more fully described in CTWS's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall business, including those more fully described in SJW Group's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither CTWS or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between CTWS and SJW Group, SJW Group filed with the SEC a Registration Statement on Form S-4, as amended by that Amendment No. 1 to Form S-4 filed with the SEC on June 7, 2018 and that Amendment No. 2 to Form S-4 filed with the SEC on June 25, 2018, that includes a joint proxy statement of CTWS and SJW Group that also constitutes a prospectus of SJW Group. CTWS will also file a GREEN proxy card with the SEC, and CTWS and SJW Group may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which CTWS or SJW Group has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS OF CTWS AND SJW GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and joint proxy statement/prospectus and any other documents filed with the SEC by CTWS or SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by CTWS will be made available free of charge on CTWS's investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group's investor relations website at https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
CTWS, SJW Group and certain of their respective directors and officers, and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the holders of CTWS and SJW Group securities in respect of the proposed transaction between CTWS and SJW Group. Information regarding CTWS's directors and officers is available in CTWS's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated April 6, 2018, which are filed with the SEC. Information regarding the SJW Group's directors and officers is available in SJW Group's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated March 6, 2018, which are filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by CTWS and SJW Group. These documents will be available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
(860) 664-6016
dmeaney@ctwater.com
Investors
Mike Verrechia / Bill Dooley
Morrow Sodali, LLC
(800) 662-5200
CTWS@morrowsodali.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
View original content:http://www.prnewswire.com/news-releases/connecticut-water-service-clarifies-mischaracterization-of-eversources-inferior-acquisition-proposal-300681465.html
SOURCE Connecticut Water Service, Inc.
Article Date
7/16/2018Connecticut Water Service Confirms Receipt and Evaluation of Revised Acquisition Proposal from Eversource Energy
Source: PR Newswire
Eversource's Revised $64.00 Per Share Proposal Represents a Less Than 1% Increase from Previously Rejected $63.50 Per Share Proposal
Following Comprehensive Review, Connecticut Water Service Board Unanimously Rejects Eversource's Revised Proposal as Inadequate and Not in Best Interests of Connecticut Water Shareholders
Revised Proposal Continues to Fall Short on Value and Stakeholder Benefits When Compared to SJW Group Merger as Well as to Value that Connecticut Water Can Deliver on Standalone Basis
Board Reiterates Willingness to Consider Any Proposal that Delivers Shareholder Value Which Is Superior to that Provided in SJW Group Merger of Equals
Board Believes Any Change-of-Control Acquisition Proposal Should Exceed $69.50 Per Share
Letter Sent to Eversource to Set the Record Straight Regarding Eversource's Continued Mischaracterizations of Connecticut Water's Willingness to Engage and the Significant Value and Certain Benefits Created by the SJW Group Merger
CLINTON, Conn., July 13, 2018 /PRNewswire/ -- Connecticut Water Service, Inc. (NASDAQ: CTWS) today announced that it recently received a revised acquisition proposal from Eversource Energy (NYSE: ES) to acquire all of the outstanding shares of Connecticut Water common stock for $64.00 per share in cash and/or in Eversource common stock at the election of Connecticut Water shareholders. In accordance with the terms of the SJW Group amended merger agreement, the Connecticut Water Service Board of Directors, in consultation with its financial and legal advisors, carefully reviewed Eversource's revised acquisition proposal and unanimously concluded that it is not a superior proposal as compared to the terms, value and benefits of the SJW Group (NYSE: SJW) merger of equals. Moreover, the Board unanimously determined that Eversource's revised proposal is inadequate and still undervalues Connecticut Water on a standalone basis.
In unanimously rejecting Eversource's revised proposal, the Connecticut Water Service Board reiterated its willingness to consider any proposal from Eversource or any other party that delivers shareholder value superior to that provided in the SJW Group merger. To date, no superior alternative proposal has been received, even with Connecticut Water undertaking a public go-shop process during which more than 50 potential bidders were actively solicited. The company noted that Eversource was among the parties invited to participate in this process, but it declined to do so and instead has pursued a public misinformation campaign.
Carol P. Wallace, Chairman of the Connecticut Water Service Board, said, "Our Board has been, and remains, committed to acting in the best interests of the company and all Connecticut Water shareholders. Consistent with this commitment, we have actively tried to engage with Eversource, including providing operating and financial information, participating in multiple conversations and providing access to the company's Board, management and financial advisors. Despite our engagement, Eversource submitted a revised proposal that represents an increase of less than 1% from its April 5, 2018, proposal of $63.50 per share."
"While we have repeatedly tried to engage with Eversource, including putting forth a reasonable counter proposal that better reflected the value of the company, Eversource has failed to engage with us in a meaningful way and has not materially modified its proposal. The Connecticut Water Service Board believes that any change-of-control acquisition proposal should provide value superior to that created by the SJW Group merger of equals and should compensate our shareholders with an appropriate premium that reflects Connecticut Water's high-quality, highly desirable and well-managed assets. Absent a full and fair proposal or any indication from Eversource that it is willing to make such a proposal, there is no basis for further discussions with Eversource, particularly given the access and information already provided to Eversource. Accordingly, we are directing our attention to realizing the significant value and certain benefits created by the merger with SJW Group," concluded Ms. Wallace.
As previously disclosed, on June 20, 2018, Eversource's financial advisor, Goldman Sachs Group, Inc., contacted Connecticut Water's financial advisor, Wells Fargo Securities, LLC, requesting a meeting to clarify aspects of Eversource's $63.50 per share proposal. Connecticut Water chose to accept the meeting and provide Eversource with the opportunity to clarify its proposal in order to confirm that every viable alternative to the merger with SJW Group has been explored.
On June 29, 2018, Carol P. Wallace, Chairman of the Connecticut Water Service Board, and David C. Benoit, President and Chief Executive Officer of Connecticut Water, and representatives from the company's financial advisor, Wells Fargo, met with representatives from Eversource and its financial advisor. During the meeting, Connecticut Water engaged with Eversource to determine whether there was a viable path forward with Eversource. Specifically, the parties discussed areas that the Connecticut Water Service Board previously determined were inadequate, including value for Connecticut Water shareholders and benefits for the customers, employees and communities served by Connecticut Water.
On July 2, 2018, Connecticut Water received Eversource's revised, non-binding $64.00 per share proposal, which the Board, in consultation with its financial and legal advisors, thoroughly reviewed.
On July 7, 2018, Carol P. Wallace, Chairman of the Connecticut Water Service Board of Directors, and David C. Benoit, President and Chief Executive Officer of Connecticut Water, sent the following letter to James J. Judge, Chairman, President and Chief Executive Officer of Eversource, explaining the rationale for the value placed on the SJW Group merger and reviewing the Board's determination to reject the $64.00 per share proposal as inadequate, not superior to the SJW Group merger and not in the best interests of Connecticut Water shareholders:
July 7, 2018
Mr. James J. Judge
Chairman, President and Chief Executive Officer
Eversource Energy
800 Boylston Street
Boston, MA 02199
Dear Jim:
Thank you for meeting with Carol and me on June 29, 2018 and for formally submitting Eversource's non-binding revised proposal to acquire all of the outstanding shares of Connecticut Water common stock for $64.00 per share in cash and/or Eversource common stock on July 2, 2018.
As we shared with you on our call on Saturday, July 7, 2018, after careful review and consideration of the revised proposal, including consultation with our financial and legal advisors, the Board of Directors of Connecticut Water has unanimously determined that the revised proposal, which represents a less than 1% increase from Eversource's April 5, 2018 proposal of $63.50, does not constitute a superior proposal as compared to the terms, value and benefits of the SJW Group merger. Moreover, the Board has unanimously determined that Eversource's acquisition proposal is inadequate and significantly undervalues Connecticut Water.
We wanted to take this opportunity to reiterate for you in more detail the reasons for the Board's determination.
We can get to $64.00 per share on our own, while preserving for our shareholders even greater upside potential. Based on our business plan, current trading levels and historic trading multiples as a standalone company, the Connecticut Water Board of Directors and management team believe that Connecticut Water's common stock would, on its own, trade at a price similar to Eversource's proposed price in the near term, and we would still retain the ability to sell Connecticut Water at a premium in connection with a future transaction or engage in some other value maximizing transaction similar to the SJW Group merger.
The SJW Group merger adds substantial value to Connecticut Water's standalone value both at completion and over the long-term, and this value is significantly greater than what you have proposed. Your $64.00 per share proposal is less than the $64.72 per share implied value that Connecticut Water shareholders would receive through the SJW Group merger at its completion.1 Notably, even greater value creation in the future is very achievable based on our combined asset base, prospects for continued growth and opportunities for M&A as either a buyer – or a seller. Our internal estimates based on Connecticut Water's and SJW Group's financial projections through 2022 (which have been made publicly available in the Form S-4) imply a future value per Connecticut Water share of $85.74 by 2023, calculated by multiplying the pro forma earnings per share by an average historical trading multiple of 25.0x (which is at the midpoint of the multiples range for valuation of water utilities). Discounting that $85.74 plus aggregate expected dividends back to the beginning of 2018 at the average of the two combined companies' weighted cost of equity, the present value per Connecticut Water share under the SJW Group merger is more than $69.00. Completing the SJW Group merger also retains and enhances the combined company's ability to both attain further growth on a standalone basis (through acquisitions and capital investments not currently contemplated by the companies' financial projections) and sell the combined company at an additional premium in connection with a future transaction. Furthermore, in the SJW Group merger, we have achieved for Connecticut Water shareholders a significantly higher than average premium for a merger of equals transaction; in contrast, your revised proposal constitutes a 22% premium, which is substantially lower than the historical average premium of more than 30% for utility acquisition transactions.
It is primarily for these reasons that the Board of Directors of Connecticut Water unanimously views the SJW Group merger as being substantially economically superior to Eversource's revised proposal.
That said, and let me reiterate, the Board of Directors is committed to acting in the best interests of the Company and all Connecticut Water shareholders, and we stand ready and willing to consider a full and fair proposal from Eversource (or any other party) that delivers value and benefits superior to those provided in the SJW Group merger.
To underscore this commitment, the Board of Directors would be prepared to engage in further discussions regarding a possible acquisition by Eversource if Eversource submitted a proposal that exceeded $69.50 on or before Thursday, July 12, 2018. We believe this price is reasonable not only in light of the value expected from the SJW Group merger, but also based on the value we are confident we can deliver to Connecticut Water shareholders on a standalone basis through the continued execution of our business plan if the SJW Group merger is not completed. The Board of Directors would also expect that any transaction with a third party, including Eversource, would provide employee, customer and community benefits at least as favorable as those provided by the SJW Group merger. We note that we do not see a need for the proposed paid advisory board role for current members of the Board of Directors as suggested in your July 2, 2018 proposal and would instead recommend that you focus your attention on enhancing the value of your offer and benefits to our stakeholders.
On behalf of the Board of Directors of Connecticut Water Service, Inc.,
Sincerely,
Connecticut Water Service, Inc.
By: /s/ Carol P. Wallace By: /s/ David C. Benoit
Name: Carol P. Wallace Name: David C. Benoit
Title: Chairman of the Board of Directors Title: President and Chief Executive Officer
On July 11, 2018, Connecticut Water received a letter from Eversource reiterating its inadequate $64.00 per share proposal. In its letter, Eversource provided no movement toward Connecticut Water's $69.50 per share counterproposal, but instead continued to assert numerous inaccuracies and mischaracterizations regarding the significant value and certain benefits created by the SJW Group merger. On July 12, 2018, Connecticut Water sent the following letter to Eversource to set the record straight and correct these inaccuracies and mischaracterizations:
July 12, 2018
Mr. James J. Judge
Chairman, President and Chief Executive Officer
Eversource Energy
800 Boylston Street
Boston, MA 02199
Dear Jim:
We received your July 11, 2018 letter. We were surprised that, despite our multiple conversations and the data provided, you failed to make any movement toward our reasonable counter proposal and instead, simply reiterated the $64.00 per share proposal that you know our Board of Directors already determined was inadequate, as detailed in our July 7, 2018 letter to you.
Moreover, Eversource's July 11 letter continues to make inaccurate and misleading statements that mischaracterize our engagement with Eversource and the significant value and certain benefits provided by the SJW Group merger. We want to set the record straight:
In addition, premiums for acquisition transactions and MOE transactions are different. Whereas Eversource's acquisition proposal is 11% below the historical average premium for utility acquisition transactions, in the SJW Group merger, we have achieved for Connecticut Water shareholders a premium that is 13% higher than average premiums for a utility MOE transaction.
Since Eversource has repeatedly failed to provide a full and fair proposal and has provided no indication that it is willing to make such a proposal, we are directing our attention to realizing the significant value and certain benefits created by the SJW Group merger, and we respectfully request that Eversource cease its wrongful pursuit of a plainly inferior proposal.
On behalf of the Board of Directors of Connecticut Water Service, Inc.,
Sincerely,
Connecticut Water Service, Inc.
By: /s/ Carol P. Wallace By: /s/ David C. Benoit
Name: Carol P. Wallace Name: David C. Benoit
Title: Chairman of the Board of Directors Title: President and Chief Executive Officer
Additional information supporting the Board's determination to reject Eversource's revised proposal as inadequate and significantly undervaluing the company will be available in a Form 8-K filed today with the U.S. Securities and Exchange Commission and posted to www.sjw-ctws.com.
Connecticut Water remains subject to the SJW Group amended merger agreement, and its Board has not changed its recommendation regarding the SJW Group merger.
Wells Fargo Securities, LLC is serving as Connecticut Water's financial advisor and Sullivan & Cromwell LLP as its legal counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of CTWS or the stockholders of SJW Group for the transaction are not obtained; (2) the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3) the risk that the anticipated tax treatment of the transaction is not obtained; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the transaction; (6) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7) risks that the proposed transaction disrupts the current plans and operations of SJW Group or CTWS; (8) the ability of SJW Group and CTWS to retain and hire key personnel; (9) competitive responses to the proposed transaction; (10) unexpected costs, charges or expenses resulting from the transaction; (11) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses; and (13) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed by SJW Group with the Securities and Exchange Commission (the "SEC") on April 25, 2018 in connection with the proposed transaction, as amended by that Amendment No. 1 to Form S-4 filed with the SEC on June 7, 2018 and that Amendment No. 2 to Form S-4 filed with the SEC on June 25, 2018, and CTWS's quarterly report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 9, 2018.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to CTWS's overall business and financial condition, including those more fully described in CTWS's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall business, including those more fully described in SJW Group's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither CTWS or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between CTWS and SJW Group, SJW Group filed with the SEC a Registration Statement on Form S-4, as amended by that Amendment No. 1 to Form S-4 filed with the SEC on June 7, 2018 and that Amendment No. 2 to Form S-4 filed with the SEC on June 25, 2018, that includes a joint proxy statement of CTWS and SJW Group that also constitutes a prospectus of SJW Group. CTWS will also file a GREEN proxy card with the SEC, and CTWS and SJW Group may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which CTWS or SJW Group has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS OF CTWS AND SJW GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Form S-4 and joint proxy statement/prospectus and any other documents filed with the SEC by CTWS or SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by CTWS will be made available free of charge on CTWS's investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group's investor relations website at https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
CTWS, SJW Group and certain of their respective directors and officers, and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the holders of CTWS and SJW Group securities in respect of the proposed transaction between CTWS and SJW Group. Information regarding CTWS's directors and officers is available in CTWS's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated April 6, 2018, which are filed with the SEC. Information regarding the SJW Group's directors and officers is available in SJW Group's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated March 6, 2018, which are filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by CTWS and SJW Group. These documents will be available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
(860) 664-6016
dmeaney@ctwater.com
Investors
Mike Verrechia / Bill Dooley
Morrow Sodali, LLC
(800) 662-5200
CTWS@morrowsodali.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
1 Based on the 1.1375 exchange ratio and SJW Group's closing stock price of $56.90 per share on April 25, 2018, the day before California Water Service announced its proposal to acquire SJW Group. The value per share of the merger of equals with SJW Group is not fixed and fluctuates based on SJW Group's stock price.
View original content:http://www.prnewswire.com/news-releases/connecticut-water-service-confirms-receipt-and-evaluation-of-revised-acquisition-proposal-from-eversource-energy-300680603.html
SOURCE Connecticut Water Service, Inc.
Article Date
7/13/2018Connecticut Water Service Announces Amendment to Merger Agreement with SJW Group to Allow for Solicitation of Alternative Proposals
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
CLINTON, Conn., May 31, 2018 /PRNewswire/ -- Connecticut Water Service, Inc. (NASDAQ: CTWS) today announced that it and SJW Group (NYSE: SJW) have amended the terms of the companies' merger agreement.
The amended agreement, which was unanimously approved by the Connecticut Water Board of Directors, includes a new go-shop provision, pursuant to which Connecticut Water, with the assistance of its financial advisors, will actively solicit proposals for an alternative merger, acquisition or other strategic transaction involving Connecticut Water. Connecticut Water has a right under the amended merger agreement to review and negotiate any alternative proposals received from third parties until 11:59 p.m. Eastern time on July 14, 2018.
Carol Wallace, Chairman of the Connecticut Water Board of Directors, said, "The Connecticut Water Board and management team are committed to acting in the best interests of the Company and our shareholders. Before announcing our agreement with SJW Group, the Board considered various alternatives and determined that the SJW Group merger delivered on this objective, providing substantial value to our shareholders both in the near-and long-term. We have heard from many stakeholders who also believe in the value and important benefits that the SJW Group merger provides for our shareholders, customers, employees and communities. We believe this additional step and public process by the Board is appropriate to allow all of our shareholders to have full confidence in the Company's strategic direction and to know that every viable alternative has been explored."
In connection with the solicitation process, Connecticut Water and its financial advisors will begin soliciting third party indications of interest today. Eversource Energy (NYSE: ES) will be among those invited to participate, however, Connecticut Water reaffirmed that the Board does not believe that Eversource's current $63.50 per share proposal is a superior proposal to the SJW Group merger agreement. Moreover, the Connecticut Water Board has unanimously determined that it would not agree to a transaction with Eversource on the terms currently proposed, regardless of the outcome of the proposed SJW Group merger, because the Connecticut Water Board believes that the current Eversource proposal substantially undervalues Connecticut Water.
At this time, Connecticut Water remains subject to the SJW Group merger agreement, and the Connecticut Water Board has not changed its recommendation in favor of the merger of equals with SJW Group. As previously announced on March 15, 2018, under the terms of the agreement, Connecticut Water shareholders will receive 1.1375 shares of SJW Group common stock for each share of Connecticut Water common stock they own, the equivalent of $64.72 per share based on SJW Group's closing stock price as of April 25, 2018.1 Following closing of the transaction, Connecticut Water shareholders will own approximately 40 percent of the combined company and SJW Group shareholders will own approximately 60 percent, on a fully diluted basis.
Wells Fargo Securities, LLC is serving as Connecticut Water's financial advisor and Sullivan & Cromwell LLP as its legal counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of the Company or the stockholders of SJW Group for the transaction are not obtained; (2) the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3) the risk that the anticipated tax treatment of the transaction is not obtained; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the transaction; (6) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7) risks that the proposed transaction disrupts the current plans and operations of SJW Group or the Company; (8) the ability of SJW Group and the Company to retain and hire key personnel; (9) competitive responses to the proposed transaction; (10) unexpected costs, charges or expenses resulting from the transaction; (11) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses; and (13) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed by SJW Group with the SEC on April 25, 2018 in connection with the proposed transaction and the Company's quarterly report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 9, 2018.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company's overall business and financial condition, including those more fully described in the Company's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall business, including those more fully described in SJW Group's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither the Company or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between the Company and SJW Group, SJW Group filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of the Company and SJW Group that also constitutes a prospectus of SJW Group. The Company will also file a GREEN proxy card with the SEC, and the Company and SJW Group may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which the Company or SJW Group has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND SJW GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Form S-4 and joint proxy statement/prospectus and any other documents filed with the SEC by the Company or SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company's investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group's investor relations website at https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company, SJW Group and certain of their respective directors and officers, and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the holders of the Company and SJW Group securities in respect of the proposed transaction between the Company and SJW Group. Information regarding the Company's directors and officers is available in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated April 6, 2018, which are filed with the SEC. Information regarding the SJW Group's directors and officers is available in SJW Group's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated March 6, 2018, which are filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by the Company and SJW Group. These documents will be available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
(860) 664-6016
dmeaney@ctwater.com
Investors
Mike Verrechia / Bill Dooley
Morrow Sodali, LLC
(800) 662-5200
CTWS@morrowsodali.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
1 April 25, 2018 represents the date of the last unaffected stock price before an unsolicited proposal for SJW Group was made public. The value per share of the merger of equals with SJW Group is not fixed and fluctuates based on SJW Group's stock price.
View original content:http://www.prnewswire.com/news-releases/connecticut-water-service-announces-amendment-to-merger-agreement-with-sjw-group-to-allow-for-solicitation-of-alternative-proposals-300657038.html
SOURCE Connecticut Water Service, Inc.
Article Date
5/31/2018Connecticut Water Service Comments on Concerns Raised About Eversource on Eversource's First Quarter 2018 Earnings Call
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
CLINTON, Conn., May 3, 2018 /PRNewswire/ -- Connecticut Water Service, Inc. (NASDAQ: CTWS) today issued the following statement regarding commentary on Eversource Energy's (NYSE: ES) first quarter 2018 earnings call held today:
Connecticut Water notes that multiple independent industry analysts today questioned the merits of Eversource's proxy campaign and unsolicited takeover attempt of Connecticut Water and whether Eversource is able to sustain its targeted earnings growth rate on its own.
Among the targeted questions posed to Eversource management on the call:
When Eversource management dismissed that impression, they were further pressed:
This commentary underscores our belief that Eversource's actions are an overt attempt to derail the SJW Group merger of equals and the many benefits it provides in order to promote Eversource's inferior proposal and distract from its record of chronic underperformance and highly-publicized poor customer service.
We believe that Eversource's decision to use their shareholders' resources to pursue a costly and distracting proxy campaign speaks to Eversource's desperation, not their focus on value creation.
While Eversource may need Connecticut Water for growth and value creation, Connecticut Water does not need Eversource. Connecticut Water already has a superior record of shareholder returns and have a merger agreement in place that will help ensure we maintain this momentum well into the future. Indeed, we believe the SJW Group merger of equals will create greater value than the unsolicited acquisition that Eversource has proposed both at close and over the long-term – with more compelling benefits for shareholders, customers, employees and communities.
We believe Eversource is pursuing this transaction and touting its dividend in an attempt to compensate for its inability to deliver meaningful stock price appreciation on its own, including given the New Hampshire Site Evaluation Committee denying Eversource's 192 mile Northern Pass pipeline project, which in our view is highlighted by questions raised this morning on Eversource's earnings conference call. Absent the benefit of its dividend, Eversource delivered only a 35% stock price return over the past five years as compared to 143% from Connecticut Water, as of April 27, 2018.
Eversource's performance raises questions about its value creation ability and its commitment to customers. Eversource has consistently ranked in the bottom of customer service rankings. Eversource is also currently under investigation by the Public Utilities Regulatory Authority (PURA) regarding the 100% increase in its service shutoffs. In contrast, Connecticut Water has customer satisfaction rankings that consistently exceed 90% in customer surveys conducted by an independent research firm – underscoring that delivering safe, clean drinking water is Connecticut Water's top priority.
Since announcing the SJW Group merger on March 15, 2018, Connecticut Water has received strong support from multiple stakeholders, including shareholders, employees and customers. Connecticut Water and SJW Group have received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with their merger, are preparing the remaining regulatory filings, and are on track to close their merger transaction in the fourth quarter of 2018.
To find out more about Connecticut Water's merger of equals with SJW Group, please visit www.SJW-CTWS.com.
Connecticut Water will mail to shareholders its proxy statement and GREEN proxy card as well as additional information about the Company's merger with SJW Group. Connecticut Water shareholders are advised to take no action in response to any materials they may receive from Eversource Energy and to DISCARD ALL BLUE proxy cards or other materials from Eversource Energy.
Connecticut Water shareholders who have questions or would like additional information should contact Connecticut Water's proxy solicitor, Morrow Sodali, toll-free at (800) 662−5200 or by e-mail at CTWS@morrowsodali.com.
Wells Fargo Securities, LLC is serving as Connecticut Water's financial advisor and Sullivan & Cromwell LLP as its legal counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of the Company or the stockholders of SJW Group for the transaction are not obtained; (2) the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3) the risk that the anticipated tax treatment of the transaction is not obtained; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the transaction; (6) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7) risks that the proposed transaction disrupts the current plans and operations of SJW Group or the Company; (8) the ability of SJW Group and the Company to retain and hire key personnel; (9) competitive responses to the proposed transaction; (10) unexpected costs, charges or expenses resulting from the transaction; (11) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses; and (13) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed by SJW Group with the SEC on April 25, 2018 in connection with the proposed transaction.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company's overall business and financial condition, including those more fully described in the Company's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall business, including those more fully described in SJW Group's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither the Company or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between the Company and SJW Group, SJW Group filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of the Company and SJW Group that also constitutes a prospectus of SJW Group. The Company and SJW Group may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which the Company or SJW Group has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND SJW GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by the Company and SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company's investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group's investor relations website at https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company, SJW Group and certain of their respective directors and officers, and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the holders of the Company and SJW Group securities in respect of the proposed transaction. Information regarding the Company's directors and officers is available in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated April 6, 2018, which are filed with the SEC. Information regarding the SJW Group's directors and officers is available in SJW Group's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated March 6, 2018, which are filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by the Company and SJW Group. These documents will be available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
(860) 664-6016
dmeaney@ctwater.com
Investors
Mike Verrechia / Bill Dooley
Morrow Sodali, LLC
(800) 662-5200
CTWS@morrowsodali.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
View original content:http://www.prnewswire.com/news-releases/connecticut-water-service-comments-on-concerns-raised-about-eversource-on-eversources-first-quarter-2018-earnings-call-300642324.html
SOURCE Connecticut Water Service, Inc.
Article Date
5/3/2018Connecticut Water Issues Statement Regarding Eversource Energy's Intention to Launch Distracting Proxy Contest
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
CLINTON, Conn., April 28, 2018 /PRNewswire/ -- Connecticut Water Service, Inc. (NASDAQ: CTWS) today noted the announcement that Eversource Energy (NYSE: ES) intends to launch a proxy contest in connection with the Company's pending merger with SJW Group (NYSE: SJW).
Carol Wallace, Chairman of the Connecticut Water Board of Directors, said, "Eversource's proxy campaign is an overt attempt to derail the SJW Group merger of equals and the many benefits it provides in order to promote Eversource's inferior proposal and distract from its record of chronic underperformance and highly-publicized poor customer service. We will not let Eversource's unwarranted actions serve as an obstacle to completing the SJW Group merger, which the Board of Directors has determined is in the best interest of Connecticut Water and its stakeholders."
"The Connecticut Water Board carefully reviewed Eversource's non-binding acquisition proposal with the assistance of financial and legal advisors. The independent directors of the Connecticut Water Board concluded that the Eversource acquisition proposal was not a superior proposal or reasonably likely to lead to a superior proposal, and the Board unanimously reaffirmed its intention to recommend that all Connecticut Water shareholders vote FOR the SJW Group merger," continued Ms. Wallace.
The Company issued the following statement:
The Connecticut Water team, who will remain in place, has delivered:
In contrast, Eversource has limited experience in water and its performance raises questions about its value creation ability and its commitment to customers:
Connecticut Water will mail to shareholders its proxy statement and WHITE proxy card as well as additional information about the Company's merger with SJW Group. Connecticut Water shareholders are advised to take no action in response to any materials they may receive from Eversource Energy and to DISCARD ALL BLUE proxy cards or other materials from Eversource Energy.
Connecticut Water shareholders who have questions or would like additional information should contact Connecticut Water's proxy solicitor, Morrow Sodali, toll-free at (800) 662−5200 or by e-mail at CTWS@morrowsodali.com.
Wells Fargo Securities, LLC is serving as Connecticut Water's financial advisor and Sullivan & Cromwell LLP as its legal counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of the Company or the stockholders of SJW Group for the transaction are not obtained; (2) the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3) the risk that the anticipated tax treatment of the transaction is not obtained; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the transaction; (6) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7) risks that the proposed transaction disrupts the current plans and operations of SJW Group or the Company; (8) the ability of SJW Group and the Company to retain and hire key personnel; (9) competitive responses to the proposed transaction; (10) unexpected costs, charges or expenses resulting from the transaction; (11) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses; and (13) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 filed by SJW Group with the SEC on April 25, 2018 in connection with the proposed transaction.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company's overall business and financial condition, including those more fully described in the Company's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall business, including those more fully described in SJW Group's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither the Company or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between the Company and SJW Group, SJW Group filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of the Company and SJW Group that also constitutes a prospectus of SJW Group. The Company and SJW Group may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which the Company or SJW Group has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND SJW GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by the Company and SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company's investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group's investor relations website at https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company, SJW Group and certain of their respective directors and officers, and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the holders of the Company and SJW Group securities in respect of the proposed transaction. Information regarding the Company's directors and officers is available in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated April 6, 2018, which are filed with the SEC. Information regarding the SJW Group's directors and officers is available in SJW Group's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated March 6, 2018, which are filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the Form S-4 and the joint proxy statement/prospectus and other documents filed with the SEC by the Company and SJW Group. These documents will be available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
(860) 664-6016
dmeaney@ctwater.com
Investors
Mike Verrechia / Bill Dooley
Morrow Sodali, LLC
(800) 662-5200
CTWS@morrowsodali.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
1 The Company's unaffected closing stock price prior to the public announcement of Eversource's unsolicited acquisition proposal
View original content:http://www.prnewswire.com/news-releases/connecticut-water-issues-statement-regarding-eversource-energys-intention-to-launch-distracting-proxy-contest-300638533.html
SOURCE Connecticut Water Service, Inc.
Article Date
4/28/20184/19/2018 - Connecticut Water Confirms Receipt of Unsolicited Acquisition Proposal from Eversource Energy
Connecticut Water Confirms Receipt of Unsolicited Acquisition Proposal from Eversource Energy
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
CLINTON, Conn., April 19, 2018 /PRNewswire/ -- Connecticut Water Service, Inc. (NASDAQ: CTWS) today confirmed that after it entered into a definitive merger agreement with SJW Group (NYSE: SJW), the Company received a non-binding, unsolicited acquisition proposal from Eversource Energy (NYSE: ES) for $63.50 per share in cash and/or in Eversource common stock at the election of Connecticut Water shareholders.
In accordance with the terms of the SJW Group merger agreement, Connecticut Water's Board of Directors, in consultation with its legal and financial advisors, carefully reviewed Eversource's unsolicited acquisition proposal and today unanimously concluded that it is not a superior proposal or reasonably likely to lead to a superior proposal as defined by Connecticut Water's merger agreement with SJW Group.
As previously announced on March 15, under the terms of the SJW Group agreement, Connecticut Water shareholders will receive 1.1375 shares of SJW Group common stock for each share of Connecticut Water common stock they own, the equivalent of $63.70 per share based on SJW Group's closing share price on April 19, 2018. Following the closing of the transaction, Connecticut Water shareholders will own approximately 40 percent of the combined company and SJW Group shareholders will own approximately 60 percent, on a fully diluted basis.
The Connecticut Water Board of Directors continues to unanimously believe that the merger with SJW Group is in the best interest of all Connecticut Water shareholders, with significant long-term benefits for the Company's customers, employees and communities. In particular, the Company's merger with SJW Group delivers:
In reaching the unanimous determination that the Eversource acquisition proposal was not a superior proposal or reasonably likely to lead to a superior proposal, and in reaffirming its intention to unanimously recommend that all Connecticut Water shareholders vote FOR the SJW Group merger, the Connecticut Water Board considered the numerous financial and strategic benefits of the SJW Group merger, as reviewed above, and, among other things, that:
Carol Wallace, Chairman of the Connecticut Water Board of Directors, said, "The Connecticut Water Board and management team are committed to acting in the best interests of the Company and our shareholders. Having carefully reviewed the unsolicited acquisition proposal, we continue to believe that Connecticut Water's merger with SJW Group is in the best interest of our shareholders, particularly given the significant growth opportunity that the combined organization will have as a leading pure-play water company. We also believe our merger with SJW Group provides important benefits for customers, employees and communities that would be hard to replicate in a combination involving contiguous and overlapping territories, as was contemplated in the unsolicited Eversource acquisition proposal. Accordingly, the Connecticut Water Board remains firmly and unanimously in support of the SJW Group merger agreement."
As previously announced, Connecticut Water's merger with SJW Group is expected to close by year-end 2018, subject to customary closing conditions and approvals, including the approval of the issuance of shares in the transaction by SJW Group stockholders, the approval of Connecticut Water shareholders, the approvals of the Connecticut Public Utilities Regulatory Authority and the Maine Public Utilities Commission, the approval of the Federal Communications Commission, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is not subject to any financing condition.
Wells Fargo Securities, LLC is serving as Connecticut Water's financial advisor and Sullivan & Cromwell LLP as its legal counsel.
About CTWS
CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "projects," "strategy," or "anticipates," or the negative of those words or other comparable terminology.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of the Company or the stockholders of SJW Group for the transaction are not obtained; (2) the risk that the regulatory approvals required for the transaction are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (3) the risk that the anticipated tax treatment of the transaction is not obtained; (4) the effect of water, utility, environmental and other governmental policies and regulations; (5) litigation relating to the transaction; (6) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (7) risks that the proposed transaction disrupts the current plans and operations of SJW Group or the Company; (8) the ability of SJW Group and the Company to retain and hire key personnel; (9) competitive responses to the proposed transaction; (10) unexpected costs, charges or expenses resulting from the transaction; (11) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (12) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses; and (13) legislative and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed by SJW Group with the SEC in connection with the proposed transaction.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to the Company's overall business and financial condition, including those more fully described in the Company's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and SJW Group's overall business, including those more fully described in SJW Group's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2017. Forward looking statements are not guarantees of performance, and speak only as of the date made, and neither the Company or its management nor SJW Group or its management undertakes any obligation to update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction between the Company and SJW Group, SJW Group will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of the Company and SJW Group that also constitutes a prospectus of SJW Group. The Company and SJW Group may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which the Company or SJW Group may file with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND SJW GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by the Company and SJW Group through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company's investor relations website at https://ir.ctwater.com. Copies of documents filed with the SEC by SJW Group will be made available free of charge on SJW Group's investor relations website at https://sjwgroup.com/investor_relations.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
The Company, SJW Group and certain of their respective directors and officers, and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the holders of the Company and SJW Group securities in respect of the proposed transaction. Information regarding the Company's directors and officers is available in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated April 6, 2018, which are filed with the SEC. Information regarding the SJW Group's directors and officers is available in SJW Group's annual report on Form 10-K for the fiscal year ended December 31, 2017 and its proxy statement for its 2018 annual meeting dated March 6, 2018, which are filed with the SEC. Investors may obtain additional information regarding the interest of such participants by reading the Form S-4 and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by the Company and SJW Group. These documents will be available free of charge from the sources indicated above.
Connecticut Water Contacts
Daniel J. Meaney, APR
Director, Corporate Communications
dmeaney@ctwater.com
860-664-6016
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Barrett Golden / Joseph Sala
(212) 355-4449
View original content:http://www.prnewswire.com/news-releases/connecticut-water-confirms-receipt-of-unsolicited-acquisition-proposal-from-eversource-energy-300633425.html
SOURCE Connecticut Water Service, Inc.
Article Date
4/19/2018Dunkin' Brands, National Grid and Eversource Partnership Honored by Association of Energy Services Professionals
Source: PR Newswire
CANTON, Mass., March 6, 2017 /PRNewswire/ -- Dunkin' Brands Group, Inc. (Nasdaq: DNKN), the parent company of Dunkin' Donuts and Baskin-Robbins, National Grid (LSE: NG; NYSE: NGG) and Eversource (NYSE: ES) have been honored with the Association of Energy Services Professionals (AESP) 2017 Energy Award for Outstanding Achievement in Non-Residential Program Design and Implementation, recently presented at AESP's 27th National Conference & Expo in Orlando, Florida. AESP recognized the three companies for their collaboration in developing the Dunkin' Brands Energy Management Program, a strategic partnership for the development of streamlined processes to engage Dunkin' Donuts franchise owners in investing in energy efficiency.
National Grid and Eversource partnered with Dunkin' Brands to identify opportunities for key energy efficiency upgrades for its Dunkin' Donuts franchise owners. The team structured the program to provide a simple path, generous incentives and financing for franchisees opting into the program to implement these upgrades. The Energy Management Program addressed whole building energy savings, while providing insight into building operations and system controls to reduce overall operating costs and encourage investments to pursue energy efficiency. The optional program applies to participating franchisees' restaurants both within National Grid and Eversource's Massachusetts, Connecticut and Rhode Island service territories.
"Dunkin' Brands is committed to supporting our franchisees' initiatives towards reducing energy usage and adopting sustainable approaches whenever possible," said Kate Jaspon, Vice President, Finance & Treasury. "Through our collaboration with National Grid and Eversource, we have developed an innovative program that provides our franchisees an effective process for investing in energy efficiency in ways that can create more sustainable restaurants while maintaining store profitability. We are honored that the result of our partnership has been recognized by AESP, a leading association in energy efficiency and management."
"National Grid is proud to be part of the team receiving this award. It highlights our commitment to energy efficiency and getting more tools in the hands of customers to help them save energy, while making a positive impact on the environment," said John Isberg, Vice President, Customer Solutions for National Grid. "It's extremely gratifying for us to have worked with Dunkin' Brands as they do their part to reduce energy usage and invest in a more sustainable energy future."
"Our partnership with Dunkin' Brands exemplifies the evolution of how we bring our energy efficiency solutions to customers," said Tilak Subrahmanian, Vice President of Energy Efficiency at Eversource. "Instead of the one-size-fits-all programming of years past, we now have the ability and the infrastructure to collaborate with key customers, like Dunkin' Donuts, to design energy solutions tailored to their specific business objectives."
Founded in 1989, AESP is a member-based association dedicated to improving the delivery and implementation of energy efficiency, energy management and distributed renewable resources. AESP provides professional development programs, a network of energy practitioners, and promotes the transfer of knowledge and experience. AESP members work in the energy services industry and represent electric and natural gas utilities, public benefits associations, regulatory and non-profit entities, vendors, manufacturers and consulting firms.
About Dunkin' Brands Group, Inc.
With more than 20,000 points of distribution in more than 60 countries worldwide, Dunkin' Brands Group, Inc. (Nasdaq: DNKN) is one of the world's leading franchisors of quick service restaurants (QSR) serving hot and cold coffee and baked goods, as well as hard-serve ice cream. At the end of the fourth quarter 2016, Dunkin' Brands' 100 percent franchised business model included more than 12,200 Dunkin' Donuts restaurants and more than 7,800 Baskin-Robbins restaurants. Dunkin' Brands Group, Inc. is headquartered in Canton, Mass.
About National Grid
National Grid (LSE: NG; NYSE: NGG) is an electricity and natural gas delivery company that connects nearly 7 million customers to vital energy sources through its networks in New York, Massachusetts and Rhode Island. It is the largest distributor of natural gas in the Northeast. National Grid also operates the systems that deliver gas and electricity across Great Britain.
Through its U.S. Connect21 strategy, National Grid is transforming its electricity and natural gas networks to support the 21st century digital economy with smarter, cleaner, and more resilient energy solutions. Connect21 is vital to our communities' long-term economic and environmental health and aligns with regulatory initiatives in New York (REV: Reforming the Energy Vision) and Massachusetts (Grid Modernization).
For more information please visit our website: www.nationalgridus.com, or our Connecting website. You can also follow us on Twitter, watch us on You Tube, Friend us on Facebook and find our photos on Instagram.
About Eversource
Eversource (NYSE: ES) transmits and delivers electricity and natural gas for more than 3.7 million electric and natural gas customers in Connecticut, Massachusetts and New Hampshire. Recognized as the top U.S. utility for its energy efficiency programs by the sustainability advocacy organization Ceres, Eversource harnesses the commitment of its approximately 8,000 employees across three states to build a single, united company around the mission of delivering reliable energy and superior customer service. For more information, please visit our website (www.eversource.com) and follow us on Twitter (@EversourceCorp) and Facebook (facebook.com/EversourceEnergy).
Contact:
Lindsay Cronin
Dunkin' Brands
781-737-5200
Lindsay.Cronin@dunkinbrands.com
SOURCE Dunkin' Brands
Article Date
3/6/2017Energy Companies Launch Critical Transmission Equipment Sparing Company
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
COLUMBUS, Ohio, May 9, 2016 /PRNewswire/ -- Six energy companies Friday officially launched Grid Assurance™, an independent company providing transmission sparing solutions for critical electric transmission equipment.
Michael Deggendorf, senior vice president, Kansas City Power & Light (KCP&L), was named Grid Assurance™ CEO and will oversee the formation and operations of the company. At KCP&L, Deggendorf has led FERC-regulated transmission business efforts, Transource and the development of Grid Assurance™.
Grid Assurance™ was founded by affiliates of American Electric Power (NYSE:AEP), Berkshire Hathaway Energy, Duke Energy (NYSE:DUK), Edison International (NYSE:EIX), Eversource Energy (NYSE:ES) and Great Plains Energy (NYSE:GXP) to enhance grid resiliency and give electric transmission owners faster access to long-lead time critical equipment necessary to recover from catastrophic events that could impact the nation's electric grid.
Several energy companies signed a memorandum of understanding to pursue development of Grid Assurance™ in June 2015. The companies sought and secured regulatory assurances from the Federal Energy Regulatory Commission for the structure and other components of Grid Assurance™ before officially launching the company.
"Grid Assurance™ is an industry-led, proactive response to the numerous potential risks facing our nation's transmission system including severe weather and catastrophic events like earthquakes or physical and cyberattacks," Deggendorf said. "By maintaining a readily available supply of critical equipment necessary to restore power delivery if the transmission system is severely damaged, Grid Assurance™ will help protect consumers and communities from the devastating impacts that delays in restoring electricity can have on quality of life and the nation's economy."
Deggendorf will bring on key management team members in the coming weeks. Marketing to and accepting subscribers will begin immediately, followed by ordering critical transmission sparing equipment based on secured subscriptions. A headquarters location for Grid Assurance™ will be determined in the coming months.
Restoring critical elements of the transmission system can be delayed by extended lead times required to design, build and deliver some replacement equipment including large transformers, circuit breakers and other specialized components of the system. Some transformers can take up to 18 to 24 months to build and deliver.
Grid Assurance™ will provide a readily available inventory of equipment at secure, strategically located warehouses in the United States and also will offer logistics support to facilitate expedited delivery of that equipment to affected sites following a qualifying event. Subscription to inventory and services will be open to all transmission owners. Qualifying events can include physical attacks, cyberattacks, electromagnetic pulses, catastrophic events, solar storms, earthquakes and severe weather events.
"Due to the benefits of inventory pooling, diversification and improved logistics, Grid Assurance™ is a more cost-effective, efficient way for transmission owners to prepare for high-impact, low-frequency events that could severely damage the transmission system, and there has been considerable interest from potential subscribers. It would be significantly more expensive for every transmission owning entity to independently procure and securely house the spare equipment necessary for recovery from rare, but potentially catastrophic events like earthquakes or a coordinated physical or cyberattack," Deggendorf said.
Grid Assurance™ services are intended to complement existing sparing programs at individual energy companies and established industry solutions. Federal agencies and policymakers have identified enhancing transmission system resiliency as a priority and critical to ensuring the viability of the nation's electric system. Grid Assurance™ is working with industry experts and government agencies to ensure that Grid Assurance™ is aligned with the federal government's efforts to secure the transmission grid. Subscription to Grid Assurance™ will serve as a permissible element of compliance with the resiliency requirements of the North American Electric Reliability Corporation.
About Grid Assurance™:
Affiliates of American Electric Power (NYSE:AEP), Berkshire Hathaway Energy, Duke Energy (NYSE:DUK), Edison International (NYSE:EIX), Eversource Energy (NYSE:ES) and Great Plains Energy (NYSE:GXP) are founding member companies of Grid Assurance™ , a limited liability company that offers cost-effective solutions for enhancing transmission system grid resiliency and faster access to critical transmission equipment following a catastrophic event. Additional information is available at GridAssurance.com.
SOURCE American Electric Power
Article Date
5/9/20164/5/2016 - Eversource and United Illuminating Honored by EPA as a 2016 ENERGY STAR® Partner of the Year
Eversource and United Illuminating Honored by EPA as a 2016 ENERGY STAR® Partner of the Year
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
NEW BRITAIN, Conn., April 5, 2016 /PRNewswire/ -- The U.S. Environmental Protection Agency (EPA) has recognized Energize Connecticut partners Eversource, The United Illuminating Company (UI), Connecticut Natural Gas and Southern Connecticut Gas as a 2016 ENERGY STAR® Partner of the Year for Energy Efficiency Program Delivery.
The ENERGY STAR Partner of the Year Award, one of the EPA's highest honors, highlights outstanding commitments to the creation and promotion of environmentally responsible energy efficiency initiatives. The Program Delivery category specifically recognizes states, utilities, and organizations that create and support innovative energy efficiency programs that provide benefits to their communities and customers.
"As a leader in ENERGY STAR program implementation, Eversource and UI are helping transform the energy efficiency market," said EPA Administrator Gina McCarthy. "Using ENERGY STAR resources, these companies are expanding access to energy-saving practices to grow the economy and protect the environment."
Together, UI and Eversource administer Energize Connecticut programs, an initiative to help consumers save money and use clean, affordable energy. ENERGY STAR resources and products are a component of several of these programs.
"Our longstanding relationship with the EPA and the ENERGY STAR brand allows us to better inform and educate our customers, helping them make smart energy choices," said Anthony Marone, Senior Vice President, Customer & Business Services for UI, SCG and CNG. "We look forward to expanding our efforts to provide a positive impact to our residential and business customers alike."
"We'll continue to support and engage our customers to help them become more energy efficient," said Penni Conner, Chief Customer Officer and Senior Vice President of Customer Care for Eversource Energy. "With Connecticut being among the national leaders in energy efficiency, the continued strength of these programs and ENERGY STAR products is crucial as we reach out to the next generation of consumers."
Representatives from both companies will be recognized at an awards ceremony in Washington, D.C. on April 13.
In 2015, the Eversource and UI accomplished the following in Connecticut:
For a complete list of 2016 winners and more information about ENERGY STAR's awards program, visit www.energystar.gov/awardwinners.
About Energize Connecticut
Energize Connecticut helps you save money and use clean energy. It is an initiative of the Energy Efficiency Fund, the Connecticut Green Bank, the State, and your local electric and gas utilities, with funding from a charge on customer energy bills. Information on energy-saving programs can be found at EnergizeCT.com or by calling 1.877.WISE.USE.
About Eversource
Eversource (NYSE: ES) transmits and delivers electricity to 1.2 million customers in 149 cities and towns and provides natural gas to 226,000 customers in 72 communities in Connecticut. Eversource harnesses the commitment of its approximately 8,000 employees across three states to build a single, united company around the mission of delivering reliable energy and superior customer service. For more information, please visit our website (www.eversource.com) and follow us on Twitter (@EversourceCT) and Facebook (facebook.com/EversourceCT).
About UI
The United Illuminating Company (UI), established in 1899, is engaged in the purchase, transmission, distribution and sale of electricity and related services to approximately 328,000 residential, commercial and industrial customers in the greater New Haven and Bridgeport areas of Connecticut. UI is a subsidiary of AVANGRID, Inc. (NYSE: AGR). For more information, visit www.uinet.com.
About SCG and CNG
The Southern Connecticut Gas Company (SCG) and Connecticut Natural Gas Corporation (CNG) are subsidiaries of AVANGRID, Inc. (NYSE: AGR). Established in 1847, SCG serves approximately 190,000 residential, commercial and industrial natural gas customers in the greater New Haven and Bridgeport areas of Connecticut. CNG, established in 1848, serves approximately 170,000 residential, commercial and industrial natural gas customers in the greater Hartford-New Britain area, and Greenwich, Connecticut. For more information, visit www.soconngas.com and www.cngcorp.com.
Media Contact:
Justin May, on behalf of Energize Connecticut, 860-839-1538, jmay@gbpr.com
SOURCE Energize Connecticut
Article Date
4/5/2016Federal Energy Regulatory Commission Issues Positive Order on Grid Assurance(TM) Filing
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
COLUMBUS, Ohio, March 31, 2016 /PRNewswire/ -- The Federal Energy Regulatory Commission (FERC) issued a positive order March 25 to Grid Assurance™ that provides regulatory clarity supporting transmission-owning entities participating in and subscribing to Grid Assurance™ as a way to strengthen transmission grid resiliency. Grid Assurance™ had requested determinations on several issues from FERC in December 2015.
Eight electric utilities and energy companies announced Grid Assurance™ on June 10, 2015 as a limited liability company that expects to offer subscribers cost-effective solutions for enhancing transmission grid resiliency and protecting customers from prolonged transmission outages. FERC initially recognized the benefits of Grid Assurance™ in an Aug. 7, 2015 order. The Grid Assurance™ consortium subsequently developed a Subscription Agreement and has received clarity from FERC in a declaratory order that enables broader transmission owner participation.
In the March 25 order, the FERC confirmed:
Grid Assurance™ continues to evaluate the order and will seek additional clarification from FERC, if necessary. Grid Assurance™ expects to begin marketing this service to transmission owners in the second quarter with subscriber acceptance, warehouse specification and inventory identification occurring over the next 18 months. Grid Assurance™ plans to own and maintain critical, long lead-time equipment at secure, strategically located warehouses and offer logistics support to facilitate the expedited movement of equipment to the affected sites following qualifying events. Qualifying events can include physical attacks, cyberattacks, electromagnetic pulses, catastrophic events, solar storms, earthquakes and severe weather events. Grid Assurance™ services are intended to complement transmission owners' existing programs as well as established industry initiatives.
About Grid Assurance™:
Affiliates of American Electric Power (NYSE:AEP), Berkshire Hathaway Energy, Duke Energy (NYSE:DUK), Edison International (NYSE:EIX), Eversource Energy (NYSE:ES), Exelon (NYSE:EXC), Great Plains Energy (NYSE:GXP), and Southern Company (NYSE:SO) are pursuing development of Grid Assurance™, a limited liability company, to offer subscribers cost-effective solutions for enhancing transmission grid resiliency. Recovery of the transmission grid can be hampered by long lead times required to build and deliver critical replacement equipment including large transformers, circuit breakers and other specialized electrical equipment. Grid Assurance™ will give subscribers economical access to critical equipment faster than traditionally possible.
Additional information available at www.GridAssurance.com
SOURCE American Electric Power
Article Date
3/31/2016Projects & Assets
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