Emera Announces Sale of New Mexico Gas Company to Bernhard Capital Partners
2024年8月6日 - 6:00AM
ビジネスワイヤ(英語)
This news release constitutes a “designated news release” for
the purposes of Emera’s prospectus supplement dated November 14,
2023, to its short form base shelf prospectus dated October 3,
2023.
Emera Inc. (“Emera”) (TSX:EMA), an international energy and
services company, today announced it has entered into an agreement
to sell its wholly owned operating company, New Mexico Gas Company,
Inc. (“NMGC”), to Bernhard Capital Partners (“BCP”), a services and
infrastructure-focused private equity management firm, for an
aggregate transaction value of $1.252 billion USD, including the
assumption of approximately $500 million USD of debt and subject to
customary closing adjustments.
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“This transaction strengthens Emera’s balance sheet, supports
our ambitious capital plan and reinforces our strategic decision to
optimize our portfolio and reallocate capital to our highest growth
markets to drive long-term value for our shareholders,” says Scott
Balfour, President and CEO, Emera Inc. “New Mexico Gas is a strong
regulated utility with a customer-focused team. We’re proud of the
work we have done together over the past eight years to drive
customer growth and enable nearly $800 million USD in strategic
capital investments to expand and maintain a safe, reliable system
that will serve New Mexicans for decades to come.”
Emera acquired NMGC as part of its acquisition of the TECO group
of companies in 2016. Under Emera’s ownership, NMGC has grown and
remains the largest natural gas utility in New Mexico, serving over
545,000 customers and safely managing more than 12,000 miles of
transmission and distribution pipelines.
“As an operator of premium electric and gas utilities in
high-growth jurisdictions, we have compelling opportunities ahead
of us, driven by electrification, decarbonization and the need for
increased resilience against climate-related challenges,” adds
Balfour. “We will move forward to execute on these opportunities
with a stronger balance sheet, a more focused operating model and a
disciplined capital investment plan.”
The purchase price and transaction value respectively represent
approximately 23x last 12 months earnings and 1.42x rate base.
Estimated after-tax net proceeds of approximately $750 million USD
will be used to repay holding company debt and support its
investment opportunities in its regulated utility businesses. The
transaction is expected to improve the company’s CFO to debt
metrics by 50 bps and reduce its proportion of holding company
leverage by 200 bps.
“This investment directly aligns with Bernhard Capital’s
strategy to invest in infrastructure assets and utilities that are
critical to building more resilient communities,” says Jeff
Jenkins, Founder and Partner at Bernhard Capital Partners. “We
value the strong history of New Mexico Gas Company and are
committed to retaining the invaluable institutional knowledge of
its employees. The leadership team and all employees will remain in
place after closing, and we anticipate creating approximately 70
new, local jobs. Our priority is ensuring the continuation of
reliable, affordable natural gas service to customers and
communities across the state. This agreement also reinforces our
commitment to fostering economic opportunities and growth in New
Mexico. Albuquerque-based Strategic Management Solutions (SMSI),
another BCP portfolio company, has operated in New Mexico for 25
years and generated both positive economic growth and job
opportunities across the state.”
BCP has an extensive operation footprint across the United
States. It also recently announced agreements to acquire multiple
leading natural gas LDCs that serve communities in the Gulf South.
To date, BCP has invested in nearly 70 companies across 20
platforms, including several utility companies, that collectively
employ approximately 20,000 people globally.
The transaction is subject to regulatory approval by the New
Mexico Public Regulation Commission (“NMPRC”) and pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act. The transaction is
expected to close in late 2025, but will not close before September
30, 2025, unless otherwise authorized by the NMPRC.
J.P. Morgan Securities LLC is acting as exclusive financial
advisor to Emera in this transaction. Davis Polk & Wardwell LLP
is serving as Emera’s legal advisor. Jefferies LLC is serving as
the exclusive financial advisor to Bernhard Capital with Kirkland
& Ellis LLP serving as their legal advisor.
About Emera Emera is a geographically diverse energy and
services company headquartered in Halifax, Nova Scotia with
approximately $39 billion in assets and 2023 revenues of $7.6
billion. The company primarily invests in regulated electricity
generation and electricity and gas transmission and distribution,
with a strategic focus on transformation from high carbon to low
carbon energy sources. Emera has investments in Canada, the United
States and the Caribbean.
About Bernhard Capital Partners Bernhard Capital Partners
is a services and infrastructure-focused private equity management
firm established in 2013. Bernhard Capital Partners has deployed
capital in four funds across several strategies and has more than
$4 billion of gross assets under management. Bernhard Capital
Partners seeks to create sustainable value by leveraging its
experience in acquiring, operating, and growing services and
infrastructure businesses. For more information, visit
www.BernhardCapital.com.
Forward Looking Information This news release contains
forward‐looking information within the meaning of applicable
securities laws, including statements concerning Bernhard Capital
Partners’ acquisition of NMGC and the timing for closing. Undue
reliance should not be placed on this forward-looking information,
which applies only as of the date hereof. By its nature,
forward‐looking information requires Emera to make assumptions and
is subject to inherent risks and uncertainties. These statements
reflect Emera management’s current beliefs and are based on
information currently available to Emera management. There is a
risk that predictions, forecasts, conclusions and projections that
constitute forward‐looking information will not prove to be
accurate, that Emera’s assumptions may not be correct and that
actual results may differ materially from such forward‐looking
information. Additional detailed information about these
assumptions, risks and uncertainties is included in Emera’s
securities regulatory filings, including under the heading
“Business Risks and Risk Management” in Emera’s annual Management’s
Discussion and Analysis, and under the heading “Principal Risks and
Uncertainties” in the notes to Emera’s annual and interim financial
statements, which can be found on SEDAR+ at www.sedarplus.ca.
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version on businesswire.com: https://www.businesswire.com/news/home/20240805118025/en/
Emera Media Dina Bartolacci Seely media@emera.com
Bernhard Capital Partners Media Ed Trissel / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
Emera (TSX:EMA)
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