Fortis to acquire CVPS, Vermont's largest utility for $700MM

Source: Central Vermont Public Service Corporation

Fortis Inc. (Fortis) (TSX:FTS) and Central Vermont Public Service (CVPS) (NYSE:CV) have entered into a definitive agreement for the acquisition by Fortis of all of the outstanding common shares of CVPS for an aggregate purchase price of approximately $700 million (US), including the assumption of approximately $230 million (US) of debt. The all-cash transaction will provide CVPS shareholders $35.10 per share, a 44 percent premium over the CVPS common share closing price of $24.32 on Friday, May 27. 

"CVPS is a well-run utility whose operations and operating philosophy are very similar to those of our Canadian regulated utilities," said Stan Marshall, President and Chief Executive Officer, Fortis Inc. "The commitment of CVPS to customers, as evidenced by the company's stellar customer service record, is very much aligned with the operating philosophy of Fortis -- to provide our customers with safe, reliable service in the most cost-efficient and environmentally responsible manner possible," he explained. 

"At Fortis, we believe that to serve customers well, our operating companies need to stay close to our customers," said Marshall. "CVPS will remain autonomous in the Fortis model, with its own board of directors and its own local management team. CVPS will remain headquartered in Rutland with Larry Reilly as President and CEO," he said. "There are no job losses anticipated with this transaction." 

The Fortis Group of Companies has regulated utility companies operating in five provinces of Canada -- British Columbia, Alberta, Ontario, Prince Edward Island and Newfoundland -- and three Caribbean countries. Marshall explains that there are almost 7,000 employees throughout the Fortis Group of Companies; however Fortis' Head Office, headquartered in St. John's, Newfoundland, has less than 20 employees. "We are a very decentralized organization," he said. Reilly said Fortis was selected from several bidders following a confidential sales process directed by the CVPS Board. 

"Fortis and CVPS share a deep commitment to the environment, our workers and the people and places that host our businesses," Reilly said. "While the share offer price by Fortis was a critical consideration by the CVPS Board, the fact that CVPS would essentially be preserved as a stand-alone autonomous company within the Fortis Group was also an important consideration for the CVPS Board. 

"Fortis brings financial strength to CVPS, giving us strong access to capital markets not available to smaller utilities," Reilly said. "And we look forward to sharing best practices with the other operating companies of Fortis, with the goal of finding new ways to reduce costs and improve service to our customers." 

"This is a great opportunity for CVPS, our customers, employees, the Rutland region and the state as a whole," commented CVPS Chairman Bill Sayre. "A partnership with Fortis brings additional strengths to help us achieve our vision of becoming the best small utility in America." 

"We look forward to welcoming the employees of CVPS to the Fortis Group and their continuing strong commitment to meeting our obligation to serve customers," concluded Marshall. 

The acquisition is expected to be accretive to earnings per common share of Fortis in the first full year of ownership. 

Under the agreement, CVPS customers and employees will receive the following direct benefits: 

• Approximately $21 million will be provided by Fortis for the benefit of CVPS customers, in a manner to be determined through the regulatory approval process; 

• CVPS will continue to be managed from the company's headquarters and maintain its substantial civic presence in Rutland and across Vermont; and 

• CVPS and its customers will benefit from the sharing of best practices among the Fortis Group of Companies in the areas of safety, reliability, efficiency and customer service. 

The transaction is subject to the approval of CVPS shareholders, state and US federal regulators and other customary conditions, and is expected to be completed in approximately six to 12 months. 

Lazard advised CVPS. Legal advisors to Fortis were White & Case LLC and Kenlan Schwiebert Facey & Goss P.C. CVPS was represented by Loeb & Loeb LLP and Sidley Austin LLP



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