July 03, 2019
UGI Corporation (NYSE: UGI) announced that its subsidiary, UGI Energy Services, LLC, has signed a definitive agreement to acquire the equity interests of Columbia Midstream Group LLC, (“CMG”) from a subsidiary of TC Energy Corporation (NYSE: TRP) (“TC Energy”) for approximately US$1.275 billion, subject to customary adjustments at closing. CMG holds five gathering systems, with capacity of roughly 2,675,000 MMBtu/day and 240 miles of pipeline, located in the southwestern core of the Appalachian Basin. The acquisition significantly expands UGI’s midstream portfolio and provides an opportunity to invest an additional US$300 - $500 million over the next five years at attractive returns.
In addition, UGI Energy Services expects to fund this transaction with a combination of new debt at UGI Energy Services, a credit facility at UGI Corporation to support both this transaction and the AmeriGas Merger transaction, and available liquidity at UGI. In connection with this transaction, UGI Energy Services has secured a commitment from Credit Suisse (USA) LLC to provide a US$700 million bridge facility.
Latham & Watkins LLP represents UGI Corporation in the transaction with a Houston-based corporate team led by partner Ryan Maierson with associates Kevin Richardson, Blake Berkey, Matthew Snodgrass, and Sam Bentley. The financing was led by Houston partner Catherine Ozdogan with associates Bryce Kaufman, and Michelle Synhorst. Advice was also provided on environmental matters by Houston partner Joel Mack with Washington, D.C. associate Joshua Marnitz; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum with associate Kirk Porter; on antitrust matters by Washington, D.C. partner Jason Cruise with counsel Peter Todaro; on tax matters by Houston partner Bryant Lee with associate Jared Grimley; and on real estate matters by Chicago partner Rachel Bates with associate John Riordan.
Latham is also representing UGI in its pending acquisition of 100% of the publicly held units of AmeriGas Partners, L.P., which announced April 2, 2019.