The acquisition diversifies the composition of the profits and strengthens the financial profile of the company
Expands the regulated business of Southwest Gas Holdings with strong cash-generating assets
The transaction is expected to have a positive impact on earnings per share in 2022
LAS VEGAS, October 5, 2021 / PRNewswire / – Southwest Gas Holdings, Inc. (NYSE: SWX) today announced that it has entered into a definitive agreement to acquire Dominion Energy Questar Pipeline, LLC, its subsidiaries and certain associated affiliates, including Overthrust Dominion Energy, Inc.’s (NYSE: D) Pipeline, White River Hub and Questar Field Services (“Questar Pipelines”). Questar Pipelines is a critical energy hub in the Rockies with 2,160 miles of FERC-regulated and highly contracted interstate gas pipelines, providing transportation and underground storage services in Utah, Wyoming and Colorado.
Pursuant to the transaction, Southwest Gas Holdings will acquire 100% of Questar Pipelines for $ 1.545 billion in liquid. Southwest Gas Holdings will also assume $ 430 million of Questar Pipelines debt. The transaction is expected to have a positive impact on earnings per share in 2022 (first full year after closing).
John P. Hester, President and CEO of Southwest Gas Holdings, said: “The acquisition of Questar Pipelines is a significant milestone for the company that we believe will provide significant financial and strategic benefits to our company, our shareholders, our employees and partners, as we continue to significantly increase our role in the energy landscape in transition. In particular, this transaction further improves our earnings metrics, further diversifies our business with FERC regulated infrastructure, ensures constant rate regulated cash flow, supports dividend growth, and increases our business flexibility for funding our business. capital needs, thereby creating significant short- and long-term shareholder value.In addition, Questar Pipelines’ outstanding track record in contract renewals, long-standing, high-quality customer base and our shared safety culture, make it an attractive addition to our regulated business platform.This acquisition accelerates our energy transition strategy by strengthening our ability to provide our customers with affordable, low-carbon energy while positioning ourselves to transport renewable natural gas, the responsible source gas and, possibly, hydrogen and of CO2.
Donald R. Raikes, President of Gas Distribution for Dominion Energy, said: “We are delighted to see this valuable company partner with Southwest Gas Holdings, a company that shares our culture of safety, reliability and operational excellence and our commitment to provide essential services to clients. Together, these companies will continue to build on an impressive legacy of delivering quality essential services to customers in the Rocky Mountain region for the benefit of all stakeholders. “
The transaction is expected to close on or about December 31, 2021, subject to Hart-Scott-Rodino approval and other customary closing conditions. Following the closing of the transaction, Questar Pipelines will operate as a stand-alone subsidiary of Southwest Gas Holdings.
Southwest Gas Holdings will host a conference call with analysts today at 6:00 p.m. EDT / 3:00 p.m. PDT. To listen to the conference call via the Internet, please visit the Investor Relations section of the Southwest Gas Holdings website. To listen to the conference call by phone, please call (877) 419-3678 (domestic) or (614) 610-1910 (international), Conference ID: 7376221. A replay of the call will be available from 9:30 p.m. EDT to October 5, 2021 through 9:30 p.m. to 12 October 2021. To listen to the replay of the conference call by telephone, please dial (855) 859-2056 (national) or (404) 537-3406 (international), Conference ID: 7376221.
Lazard Frères & Co. LLC has been the exclusive financial advisor to Southwest Gas Holdings, while Morrison & Foerster LLP has been the legal advisor to the company. Barclays Capital Inc. acted as financial advisor to Dominion Energy and McGuireWoods LLP as legal advisor.
About Southwest Gas Holdings, Inc.
Southwest Gas Holdings, Inc., through its subsidiaries, is engaged in the purchase, distribution and transportation of natural gas and provides comprehensive utility infrastructure services across North America. Southwest Gas Corporation, a wholly owned subsidiary, safely and reliably delivers natural gas to over two million customers in Arizona, California and Nevada. Centuri Group, Inc., a wholly owned subsidiary, is a full service utility infrastructure company dedicated to providing a wide range of solutions for North America gas and electricity suppliers.
About Dominion Energy Questar Pipeline, LLC
Dominion Energy Questar Pipeline, LLC is an interstate gas pipeline company providing underground transportation and storage services in Utah, Wyoming and Colorado. Dominion Energy Questar Pipeline, LLC owns and operates the Clay Basin storage facility located on the Wyoming–Utah frontier. Clay Basin is the largest underground storage tank in the Rocky Mountain region. Through wholly owned subsidiaries, Dominion Energy Questar Pipeline, LLC owns and operates the Dominion Energy Overthrust, LLC pipeline in the Southwest Wyoming. Dominion Energy Questar Pipeline also operates and owns 50% of the White River hub providing transportation and hub services through interconnections with six interstate pipeline systems and a large nearby processing plant. Meeker, Colorado.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections regarding, among other things, the industry, markets in which Southwest Gas Holdings, Inc. (the “Company”, “Southwest Gas Holdings”, “SWX” or “we” ) operates, and the transaction described in this press release. Although the management of the Company believes that the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. of the society. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstance which could result in the termination of the contract of sale and purchase by and between Dominion Energy Questar Corporation and the Company (the ” An agreement “); (2) the outcome of any legal proceedings which may be brought against the Company and others following the announcement of the Purchase Agreement; (3) the risks that the proposed transaction will disrupt the plans and current operations; (4) risks related to the Company’s ability to integrate Questar Pipelines; (5) the amount of costs, fees, expenses and charges related to the transaction and the actual terms of certain financings that will be obtained for the transaction; (6) the potential negative impacts on the Company’s credit ratings as a result of the transaction; and (7) other risks which are set out under “Risk Factors” in the annual report of the Company. Company on Form 10-K for exe closed rcice December 31, 2020, the company’s quarterly reports on Form 10-Q for the quarter ended June 30, 2021 and in future SEC filings. All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are qualified by the cautionary statements in this section. The Company does not undertake to update or publish revisions of forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.
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SOURCE Southwest Gas Holdings, Inc.