Federal Reviews of AltaGas Ltd. and WGL Holdings, Inc. Merger Are Complete

All required federal reviews of the proposed merger of AltaGas Ltd. and WGL Holdings, Inc. have been completed and clear the way for the companies to combine operations, pending the outcomes of regulatory proceedings in Maryland, Virginia and the District of Columbia.

The Committee on Foreign Investment in the United States (CFIUS) was the final of three federal reviews needed by the companies. After reviewing the details of the merger, CFIUS staff determined that “there are no unresolved national security concerns with respect to the above transaction.” 

On July 6, 2017 AltaGas and WGL received approval from the Federal Energy Regulatory Commission (FERC), an independent agency that regulates the interstate transmission of natural gas, electricity and oil.

The third necessary federal approval occurred July 17, 2017, when the merger was deemed approved by the Federal Trade Commission and the Department of Justice upon the expiration of the waiting period required by Section 7A(b)(1) of the Clayton Act, 15 U.S.C. Section 18a(b)(1) (Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended).

Regulatory reviews continue in Maryland, Virginia and the District of Columbia

While the federal reviews are complete, AltaGas and WGL continue to work constructively with the regulatory commissions in Maryland, Virginia and the District of Columbia. Schedules have been agreed to in all three jurisdictions with final decisions expected on the merger in October in Virginia, December in Maryland, and the end of April in the District of Columbia. In Virginia, Virginia State Cooperation Commission (VSCC) staff recommended on August 4, 2017, that the VSCC approve the merger, subject to several accounting, finance and safety-related VSCC requirements.

In Maryland, the Public Service Commission has issued an order scheduling two evening hearings to receive public comment on the proposed merger. The hearings are set for September 26 in Prince George’s County and September 28 in Montgomery County. Seven intervenors in the case in Maryland have submitted their testimonies to the Public Service Commission. AltaGas and WGL are reviewing the testimonies and will file a full response to all parties on September 11, 2017, in accordance with the Maryland Public Service Commission procedures.

Community hearings in the District of Columbia are expected to be scheduled in November.

Background on the Merger

The proposed plan for AltaGas and WGL to combine operations was announced in January 2017 with an expected close date in the second quarter of 2018. The transaction is subject to closing conditions, such as approvals of the Public Service Commission of the District of Columbia, the Maryland Public Service Commission and the Virginia State Corporation Commission, based on filings submitted on April 24, 2017, to each commission.  

WGL shareholders voted to approve the proposed merger in May, and the Boards of Directors of WGL and AltaGas have unanimously approved the transaction.

Under the terms of the transaction, following the consummation of the merger, WGL shareholders will receive US $88.25 in cash per WGL share, representing a premium of 27.9 percent to WGL's closing share price on November 28, 2016, the day prior to news reports of a potential acquisition of WGL by a third party.

The combined company stands to deliver more clean energy choices, more investments in the community, and a commitment to good, secure jobs, as well as affordable prices and best-in-class service.

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AltaGas Ltd. and WGL Holdings, Inc. Receive FERC Approval to Combine Operations

The proposed merger of AltaGas Ltd. and WGL Holdings, Inc. achieved an important regulatory approval on July 6 when the Federal Energy Regulatory Commission (FERC) granted its approval of the merger.  FERC is an independent agency that regulates the interstate transmission of natural gas, electricity and oil.

AltaGas and WGL filed an application with FERC on April 24, 2017, to request authorization for the transaction.  The July 6 FERC order concluded that the proposed transaction is consistent with the public interest and is authorized.

The proposed plan to combine operations was announced in January 2017.  The FERC action is an important step toward completing the transaction, which is expected to close in the second quarter of 2018.  The combined company stands to deliver more clean energy choices, more investments in the community, and a commitment to good, secure jobs, as well as affordable prices and best-in-class service.

As previously announced, WGL shareholders voted to approve the proposed merger in May, and the Boards of Directors of WGL and AltaGas have unanimously approved the transaction.

Under the terms of the transaction, following the consummation of the merger, WGL shareholders will receive US $88.25 in cash per WGL share, representing a premium of 27.9% to WGL's closing share price on November 28, 2016, the day prior to news reports of a potential acquisition of WGL by a third party.

The transaction is subject to other closing conditions, such as approvals of the Public Service Commission of the District of Columbia, the Maryland Public Service Commission and the Virginia State Corporation Commission, based on filings submitted on April 24, 2017, to each commission.  The review of the filings is underway in all three jurisdictions. The companies also have filed their voluntary Joint Notice to the Committee on Foreign Investment in the United States.  In addition, the transaction is subject to the notification and reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

For more information about the proposed merger of AltaGas Ltd. And WGL Holdings Inc., please visit www.wgldeliveringmore.com.

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AltaGas Ltd. And WGL Holdings, Inc. file with Regulatory Commissions in Washington, D.C., Maryland and Virginia to Receive Approval to Combine Operations

The combined company will deliver more for people across the region. More clean energy choices, more investments in the community, a commitment to good, secure jobs—all with affordable prices and best-in-class service.

AltaGas Ltd. and WGL Holdings, Inc. filed applications today seeking regulatory approval by the Public Service Commission of the District of Columbia, the Maryland Public Service Commission and the Virginia State Corporation Commission to combine their operations. The companies announced their plan to combine on January 25, 2017.

AltaGas and WGL have also filed their voluntary Joint Notice to the Committee on Foreign Investments in the United States, and an application with the Federal Energy Regulatory Commission. The transaction is also subject to the notification and reporting requirements under the Hart-Scott-Rodino Act, and other customary closing conditions.

“We have a tremendous opportunity ahead of us to combine two leading companies with a complementary set of energy businesses to deliver value to customers at affordable prices,” said David Harris, President and CEO of AltaGas. “Together we will deliver cleaner energy choices, increased investment in the community and good secure jobs for people living and working in the region.”

“WGL is proud of its 170-year record of providing superior service to the region,” said Terry McCallister, Chairman and CEO of WGL. “We’re excited to join with AltaGas because this combination will deliver even more value to our customers, while keeping rates affordable, and promoting job creation and cleaner energy choices.”

Links to the filed applications can be viewed at: 

Frequently Asked Questions

The combined company will deliver more for people across the region: more clean energy choices, more investment in the community, and a commitment to good, secure jobs – all with affordable prices and service you can count on.

Q: Why areAltaGas and Washington Gas combining?

A: AltaGas and Washington Gas share a vision for more growth and jobs in the region, more clean energy choices, and the continued reliable service you can count on. Washington Gas is a proven provider of safe, reliable, affordable natural gas. It will continue to operate as a standalone utility headquartered in Washington, D.C., with the same complement of dedicated employees, while also assisting in the management of AltaGas’ U.S. regulated utilities. AltaGas has a track record of great customer service, a broad geographic reach, expertise in natural gas infrastructure and power generation, and experience building and operating gas, power, wind, hydro and battery storage facilities. Together, AltaGas and Washington Gas will help shape a company committed to offering reliable service at affordable rates to customers in the D.C. area.

Q: What does this mean for Washington Gas’s customers and communities?

A: Following this combination, rates will remain reasonable, service will remain reliable and safe, and there will be more clean energy choices, more investments in the community, and a commitment to good, secure jobs. Washington Gas will continue operating as a standalone utility headquartered in Washington, D.C. with the same complement of dedicated employees, while also providing guidance to AltaGas’ U.S. regulated utilities.   

Q. Can customers count on reliable service from the new company? 

A: Absolutely. AltaGas is a well-established energy provider with a proven track record of delivering clean affordable energy to its customers. Customers in the U.S. gave the company a near-perfect score for customer service in 2016.

Q: Will there be any change to the company structure and Washington Gas employees?

A: Washington Gas will continue operating as a standalone utility headquartered in Washington, D.C., with the same complement of dedicated employees, while also providing guidance to AltaGas Ltd.’s U.S. regulated utility businesses.  

 Q. What can our community expect from the merger? 

A. Both AltaGas and Washington Gas have a tradition of investing in the communities they serve. The combined company will invest even more. Following the approval of the merger, the combined company will increase charitable contributions, invest even more in workforce training programs, and help make clean energy more affordable for its customers.

Q. What is the combined company's plan for renewable energy?

A. Growing our customer base of clean energy offerings, including natural gas, wind, hydro, solar and battery storage, will remain a focus. Together, AltaGas and WGL Holdings Inc. have a vision for more growth and jobs in the advanced energy economy, including distributed and renewable energy generation, battery storage and other customer-focused energy products

Q. What is involved in the regulatory filing process?

A. D.C., Maryland and Virginia have independent regulatory bodies (the Public Service Commission of the District of Columbia, Maryland Public Service Commission and the Virginia State Corporation Commission) that will determine whether to approve the two companies combining, in accordance with their statutory framework for the approval process. In our filings, with these regulatory bodies, we have outlined the many commitments we make to each jurisdiction.

The merger also is subject to other certain closing conditions, including approval by WGL Holdings, Inc. common shareholders, scheduled for May 10, 2017 in Washington, D.C., and some federal regulatory requirements. 

Specifically, AltaGas and WGL have filed their voluntary Joint Notice to the Committee on Foreign Investments in the United States (CFIUS) and an application with the Federal Energy Regulatory Commission (FERC). The transaction also is subject to the notification and reporting requirements under the Hart-Scott-Rodino Act, and other customary closing conditions.

Q: Who is AltaGas?

A: AltaGas generates and distributes clean and renewable energy across the U.S. and Canada. The company owns and operates  gas, power, wind, hydro and battery storage facilities, in addition to five regulated utilities (similar to Washington Gas), including two in the U.S. serving customers in Alaska and Michigan. As a result of the combination, AltaGas plans to move the headquarters of its U.S. power business to the Washington, D.C. region.