Delta Natural Gas announced that it has entered into a definitive agreement to merge with an affiliate of Peoples Natural Gas (Peoples). Delta is headquartered in Winchester, Kentucky and serves approximately 36,000 customers in central and southeastern Kentucky. Peoples, headquartered in Pittsburgh, PA, serves approximately 700,000 customers in Pennsylvania, West Virginia and Kentucky. Peoples is controlled by SteelRiver Infrastructure Fund North America LP (SteelRiver).
Under the terms of the transaction, Delta shareholders will receive $30.50 in cash per Delta share, which represents a premium of 17% to Delta’s closing share price on February 17, 2017, the last trading day prior to the announcement of the agreement. Prior to closing, the transaction is expected to have no impact on Delta’s dividend. Delta shareholders will continue to receive dividends at an annualized rate of $0.83 per share until closing, subject to the authorization of Delta’s board of directors.
Following the close of the transaction, Delta will be a wholly-owned subsidiary of PNG Companies LLC, the parent of Peoples, and will continue to be regulated by the Kentucky Public Service Commission. PNG Companies made commitments to Delta customers and employees as part of the agreement. Existing employees are planned to continue with Delta after the merger. Peoples plans to increase Delta’s investments in infrastructure improvement projects and grow the Delta business over time. Delta’s strong customer service will continue and Delta’s customers’ rates will not be affected by the transaction. In addition, following the close of the transaction, one member of Delta’s board of directors will be an independent representative of Delta’s constituents’ interests.
“Peoples, like Delta, is a highly regarded natural gas distribution company and it shares Delta’s values, particularly our commitment to customer service and creating a great place for our employees to work. That is why I am pleased to announce this merger agreement, which is beneficial to all parties involved,” said Glenn Jennings, Chairman of the Board, President and CEO of Delta Natural Gas. “Our Board of Directors has considered the opportunity carefully and believes merging with Peoples is in the best interests of Delta’s shareholders, customers, employees and the communities we serve.”
Peoples has been providing natural gas service in western Pennsylvania for more than 130 years. In the last five years, PNG Companies purchased the T.W. Phillips Gas & Oil Company and Equitable Gas to become the largest natural gas distribution company in Pennsylvania. These purchases also provided Peoples with service territories in West Virginia and Kentucky.
“Peoples started serving customers in 10 eastern Kentucky counties in late 2013,” said Morgan O’Brien, President and CEO of Peoples. “We quickly learned that Kentucky is a good place to do business and there are strong growth opportunities in this region. One of Peoples’ key values is tied directly to the success of the communities it serves. We have committed to increasing investments in infrastructure modernization. We will implement Peoples’ state of the art technology solutions for the customers of Delta and support community based organizations and initiatives throughout central and eastern Kentucky. We are also excited to add the employees of Delta to our family of valued employees. Our goals with these investments are driven by Peoples’ mission to make our customers lives better.”
Chris Kinney, CEO of SteelRiver Infrastructure Fund North America commented: “The acquisitions of Peoples, Peoples TWP and Equitable Gas have led to increased capital investment in those regions to upgrade the existing infrastructure and the creation of more jobs. With the addition of Delta Natural Gas, SteelRiver adds to its commitment to that region to own and operate safe and reliable utility service with a long-term investment horizon under the leadership of Morgan O’Brien.”
Tudor, Pickering, Holt & Co. is serving asexclusive financial advisor to Delta, and Stoll Keenon Ogden PLLC is Delta’s legal advisor. O’Melveny & Myers LLP is acting as legal advisor for Peoples and SteelRiver.
The transaction is subject to customary closing conditions, including the approval of Delta shareholders, the approval of the Kentucky Public Service Commission and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close by the end of 2017.
Delta serves 36,000 customers with facilities located in 23 counties in central and southeastern Kentucky. Delta’s mission to provide premier natural gas services while having a positive impact on customers, employees and shareholders guides the company’s efforts. For more information about Delta, visit www.deltagas.com.
Peoples is the largest natural gas distribution company in Pennsylvania. It provides reliable and low cost natural gas service to approximately 700,000 homes and businesses in Western Pennsylvania, West Virginia and Kentucky. The company’s mission is to improve the lives of its customers and to help build long-term economic growth for the region. For more information about Peoples, visit www.peoples-gas.com.
Senior Night, “Oh My”!—By John Huang
University of Kentucky senior night celebrations were once so poignant and unique that even television networks felt compelled to cover them live. I remember Dick Enberg’s voice quivering with his signature “Oh my” immediately after he witnessed the festivities for the first time. Nowadays, with everybody staging their own versions of these farewell moments, the occasion has lost much of its luster. There’s simply not as much sentimentality, emotion, and glamour to trigger our jaded excitement levels.
Subscribe to the Manchester Enterprise Today!
Click Here To Subscribe On-line
For the last 11 years, since the realignment of the 13th region, the 49th district tournament has belonged to Clay County in both boys’ and girls’ play.
Tonight, that may all change as many predict North Laurel will walk away with their first-ever district titles in the 13th region.
Since 2006, the Lady Tigers and Lady Jaguars have met nine times with Clay winning all nine. Clay won twice in overtime (2008, 2010) and last season by three points in an upset.
The two teams split the season series this year with each winning on the other’s home court.
North is without their leading scorer Madison Sheppard due to injury, but have changed their style of play with the addition of transfer center, 6-4 Raegan Hubbard.
Lady Tiger coach James “Ivy” Burchell says North may be the most versatile team in the region.
“They went from an up-tempo style of play with Sheppard on the floor to now a more convention offense with the addition of Hubbard to their lineup,” he said. “That makes them a dangerous team, very dangerous.”
Many considered this as a rebuilding year for the Lady Tigers, but North coach Eddie Mahan feels the rebuilding came a year early.
“They have good players and they accept their roles,” he said. “What is impressive about them is the whole is better than the sum on their part. I’ve coached against Ivy Burchell for six or seven years and I think this is as good of a coaching job as I have seen him ever do.”
Mahan said he nor his players has forgotten the sting of last year’s loss when they entered the tourney as the top seed and predicted favorite.
“Last year’s heartbreak is with us as well,” he said. “That’s probably the toughest game I’ve had in my coaching career to accept when you are up three with 18 seconds left.”
Clay won 59-56 for the championship at Jackson County.
Tip-off is set for 6 p.m. at CCHS.
Even though North Laurel hadn’t completed their game with Oneida Baptist Institute at the time of this story, we predict they’ll win and face the Tigers for the 8th time in the 49th district finals since 2006’s realignment.
From 2009 to 2013 the two teams played four consecutive times with Clay winning all four. As a matter of fact, North has never beaten the Tigers in the championship game losing last year 72-64 in the finals.
The two teams split the season series this year with each winning on their home court. North had been playing as one of the top teams in the region until a humiliating loss Friday night to Knox Central, 105-84.
Clay is coming in after a hard-fought win over Jackson County Monday night.
Tiger coach Glenn Gray says he knows his team has a tough task ahead of them.
“This game will boil down to execution, heart and desire for us,” he said. “Those three things are the key to our success.”
Expectations have been high for the Jaguars all season long while the Tigers where facing a rebuilding year entering the season.
North coach Brad Sizemore told his team that 22 wins this season is great, but their expectations are higher.
“Us having a good record, like I told them a couple of weeks ago, that’s good,” he said. “We did that last year and there are some things that we learned in the post season. Our expectations are a lot higher than they were last year just because we have so many kids back.”
Tip-off for the championship game will be at 7:45 p.m. Thursday.
Wildwood (Florida) High School head coach Richard Hampton (middle) looks on as the Wildcats begin to celebrate its first state title Wednesday at The Lakeland Center. Hampton is a former Clay County Tiger.
Subscribe to the Manchester Enterprise Today!
Click Here To Subscribe On-line