Mergers & Acquisitions


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, etc.  Case experience has given HMS significant familiarity with the application of the primary legal provisions applicable to mergers and acquisitions, changes of control, and restructurings, including:

  • Sections 1102(a)(3) and 1103(a) of the Pennsylvania Public Utility Code
  • The related application of the Pa. PUC's change of control Policy Statement
  • Court decisions regarding stock transfers and changes in utility 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, we represented:

  • Dominion Resources, Inc. in SteelRiver's 2010 acquisition of The Peoples Natural Gas Company, d/b/a Dominion Peoples
  • The Pennsylvania State University in FirstEnergy Corp.'s 2010 acquisition of West Penn Power Company and Allegheny Energy, Inc.
  • Exelon Corporation in its 2009 hostile attempt to acquire NRG Energy, Inc.
  • UGI in its 2008 acquisition of PPL's Gas System (formerly the Penn Fuels Companies)
  • Edison Mission Energy in its $1.8 billion acquisition of GPU Energy's Homer City Generation Station
  • Southern Union Company in UGI Corporation's 2006 acquisition of PG Energy local gas distribution operations
  • Citizens Communications Company in its acquisition of Commonwealth Telephone Company
  • Citizens Communications Company in its acquisition of Frontier Communications of America, Inc.
  • Frontier Corporation in its acquisition by Global Crossing, Ltd.
  • Verizon Communications, Inc. in its acquisition of GTE North
  • Bell Atlantic Pennsylvania, Inc. (now Verizon Pennsylvania Inc.) with regard to its merger with NYNEX
  • Unicom Corporation in its merger with PECO Energy Company
  • TDS Telecom in its acquisition of Deposit Telephone Company
  • Consolidated Natural Gas Company when it was acquired by Dominion Resources, Inc.
  • Southern Union Company in its acquisition of PG Energy Company
  • NUI Corporation in its attempt to acquire Pennsylvania Gas & Water Company
  • Carey Energy Corporation in its attempt to acquire Pennsylvania Gas & Water Company