Pennsylvania Pa PUC Utility Mergers & Acquisitions, Changes of Control & Restructurings

HMS has significant experience representing acquiring and acquired companies (both in voluntary and in hostile situations) in litigated Pennsylvania Public Utility Commission (Pa. PUC) certification proceedings, as well as providing due diligence analysis and advice regarding regulatory issues and obligations related to mergers and acquisitions.  Case experience has given HMS significant familiarity with the application of the primary legal provisions and policy considerations applicable to mergers and acquisitions, changes of control, and restructurings, including:

  • Applications for certificates of public convenience under Sections 1102(a)(3) and 1103(a) of the Pennsylvania Public Utility Code (Title 66 Pa.CS) to acquire property or control of a utility by stock purchase, merger or asset acquisition.
  • The related application of the Pa. PUC's “change of control” Policy Statement.
  • Related financing or stock issuance approvals to fund acquisitions in whole or part.
  • Court decisions regarding acquisitions, stock transfers and changes in utility control including the “affirmative benefits” standard.
  • Successfully negotiating settlements.
  • Litigating cases to a conclusion approving the transaction or change in control.

We are familiar not only with the forums (Pa. PUC, The Commonwealth Court of Pennsylvania, and The Supreme Court of Pennsylvania), but also the public advocates and the many interveners that challenge such transactions. For example, a sample of our Pa. PUC M&A proceedings are listed below. Thomas J. Sniscak was lead attorney in all bolded proceedings listed below:

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Corning Natural Gas Holding Company 2016 acquisition of natural gas and electric utility Pike County Light & Power (Buyer’s Lead Counsel)

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ZZZ Fund (investment fund) 2015 Pa PUC due diligence re: construction and operation of intrastate natural gas pipeline

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YYY Pipeline Corporation 2015 Pa PUC due diligence re: purchase of natural gas pipeline.

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 Columbia Water Company 2013 acquisition of Marietta Water Company (Buyer’s Lead Counsel)

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Delphi Fund 2013 acquisition of Laser Pipeline Inc. (Buyer’s Lead Pa PUC Counsel and Lead Counsel on Pa PUC Due Diligence)

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Dominion Resources, Inc. in Steel River's (investment fund) 2010 acquisition of The Peoples Natural Gas Company, d/b/a Dominion Peoples (Seller’s Counsel)

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The Pennsylvania State University in FirstEnergy Corp.'s 2010 acquisition of West Penn Power Company and Allegheny Energy, Inc. (PSU Lead Counsel)

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Exelon Corporation in its 2009 hostile attempt to acquire NRG Energy, Inc. (Exelon Lead Counsel)

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UGI in its 2008 acquisition of PPL's Gas System (formerly the Penn Fuels Companies)(Buyer’s Lead Counsel)

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Edison Mission Energy in its $1.8 billion acquisition of GPU Energy's Homer City Generation Station (Buyer’s Lead Counsel)

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Acquisition in 2007 of Duquesne Light Company by Macquarie Consortium (Lead Counsel for Dominion Retail)

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Southern Union Company in UGI Corporation's 2006 acquisition of PG Energy local gas distribution operations (Seller’s Lead Counsel)

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Citizens Communications Company in its acquisition of Commonwealth Telephone Company (Seller’s Lead Counsel)

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Citizens Communications Company in its acquisition of Frontier Communications of America, Inc. (Seller’s Lead Counsel)

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Frontier Corporation in its acquisition by Global Crossing, Ltd. (Buyer’s Lead Counsel)

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Verizon Communications, Inc. in its acquisition of GTE North (Buyer’s Outside Counsel)

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Bell Atlantic Pennsylvania, Inc. (now Verizon Pennsylvania Inc.) with regard to its merger with NYNEX (Buyer’s Outside Counsel)

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Unicom (Com-Ed) Corporation in its merger with PECO Energy Company (Buyer’s Outside Counsel and Lead Counsel for Pa PUC due diligence)

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TDS Telecom in its acquisition of Deposit Telephone Company (Buyer’s Lead Counsel)

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Consolidated Natural Gas Company when it was acquired by Dominion Resources, Inc. (Seller’s Lead Counsel)

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Southern Union Company in its acquisition of PG Energy Company (Buyer’s Lead Counsel)

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NUI Corporation application to acquire Pennsylvania Gas & Water Company (NUI’s Lead Counsel)

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Carey Energy Corporation in its attempt to acquire Pennsylvania Gas & Water Company (Buyer’s Lead Counsel)