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D.P.U. 21-54 - REVISED NOTICE OF FILING, PUBLIC HEARING, AND PROCEDURAL CONFERENCE - Joint Petition of Aquarion Company, Aquarion Water Company of Massachusetts, New England Service Company, Mountain Water Systems, Inc., and Colonial Water Company

Jun 8, 2021 by The Commonwealth of Massachusetts - Department of Public Utilities Massachusetts

 

REVISED NOTICE OF FILING, PUBLIC HEARING, AND PROCEDURAL CONFERENCE

 

D.P.U. 21-54                                                                                                   June 8, 2021

Joint Petition of Aquarion Company, Aquarion Water Company of Massachusetts, New England Service Company, Mountain Water Systems, Inc., and Colonial Water Company for approval by the Department of Public Utilities, pursuant to G.L. c. 164, § 96 and G.L. 165, § 2, of change of control and mergers.

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On June 3, 2021, the Department of Public Utilities (“Department”) issued a Notice for the above-captioned matter. The Notice has been revised to change the time of the public hearing from 2:00 p.m to 10:00 a.m., as is explained in more detail below.

On April 30, 2021, Aquarion Company (“Aquarion” or “Company”), Aquarion Water Company of Massachusetts (“AWC-MA”), New England Service Company (“NESC”), Mountain Water Systems, Inc. (“Mountain”), and Colonial Water Company (“Colonial”) (together as “Joint Petitioners”) filed a petition jointly with the Department for approval of a proposed transaction by which Aquarion, a wholly owned direct subsidiary of Eversource Energy, will acquire control of NESC and its subsidiaries, as set forth in an Agreement and Plan of Merger (“Agreement”) dated April 7, 2021. The Department has docketed this matter as D.P.U. 21-54.

The Joint Petitioners state that, pursuant to the terms of the Agreement, Aquarion will acquire through a merger all of the issued and outstanding common stock of NESC, with NESC becoming a wholly owned direct subsidiary of Aquarion. The Joint Petitioners assert that immediately following the merger, Mountain and Colonial will merge with and into AWC-MA, with AWC-MA surviving as a wholly owned direct subsidiary of AWC and an indirect subsidiary of Aquarion. Thus, according to the Joint Petitioners, AWC-MA will continue to operate as a water company with no changes to AWC-MA’s organizational structure and all customers of Mountain and Colonial will become customers of AWC-MA. The Joint Petitioners maintain that Aquarion will retain all NESC employees with compensation and benefits that are substantially comparable to the compensation and benefits provided by NESC.

The Joint Petitioners also state that each outstanding share of common stock of NESC will be converted into the right to receive 0.51208 Eversource Energy common shares, with cash paid in lieu of fractional shares as applicable. The Joint Petitioners state that the fixed exchange ratio implies a $44.90 per share price based on the $87.68 closing price of Eversource common shares on April 6, 2021, for a purchase price of approximately $40.56 million, plus assumed outstanding NESC long-term debt and closing adjustments as provided in the Agreement.

The Joint Petitioners maintain that they are not proposing any changes to rates or other terms of service for customers of Mountain and Colonial as a condition of the transaction. The Joint Petitioners assert that Aquarion will not propose to recover any portion of the acquisition premium in rates and that Aquarion would propose to recover transaction costs only to the extent of savings resulting from the transaction as shown in a future rate case.

The Joint Petitioners maintain that Aquarion’s acquisition of NESC is consistent with the public interest under G.L. c. 164, § 96, including each of the factors that the Department considers in reviewing a proposed transaction under G.L. c. 164, § 96 and its impact on Massachusetts customers. The Joint Petitioners also state that the acquisition will result in operational cost savings, administrative efficiencies, and various non-economic benefits. Additional information regarding the purported benefits to current Mountain, Colonial, and Aquarion customers associated with the acquisition, and other public interest considerations, can be found in the Joint Petitioners’ filing.

Finally, the Joint Petitioners request that the Department, in approving the transaction, confirm that all franchise rights and obligations currently held by NESC shall transfer to Aquarion after the sale and that no separate authorization is required under G.L. c. 164, § 21. The Joint Petitioners request that the Department approve the proposed transaction no later than November 1, 2021.

Due to the COVID-19 state of emergency issued by Governor Baker on March 10, 2020, and certain ongoing restrictions and safety measures relating to in-person events, the Department will conduct a virtual public hearing to receive comments on the Joint Petitioners’ initial filing. The Department will conduct the hearing using Zoom videoconferencing on June 30, 2021, beginning at 10:00 a.m. Attendees can join the hearing by entering the link, https://zoom.us/j/91780322119, from a computer, smartphone, or tablet. For audio-only access to the hearing, attendees can dial in at (312) 626-6799 (not toll free) then enter the Webinar ID# 917 8032 2119. Following the public hearing, the Department will conduct a procedural conference. Please note that by this Revised Notice of Filing, Public Hearing, and Procedural Conference, the Department has revised the time of the hearing.

If you anticipate providing comments via Zoom or via phone during the public hearings, please send an email by June 29, 2021, with your name, email address, and mailing address to rachel.cottle@mass.gov.  If you anticipate commenting by telephone, please leave a voicemail message by June 29, 2021, at (617) 305-3769 with your name, telephone number, and mailing address. Regardless of whether an individual emails or leaves a voice message in advance, that person can provide public comment at the hearings.

The Department will accept written comments on the Joint Petitioners’ initial filing. Any person interested in commenting on this matter may submit written comments no later than the close of business (5:00 p.m.) on July 2, 2021. At this time, all filings must be submitted only in electronic format in recognition of the difficulty that parties and the Department may have filing and receiving original copies.

Ordinarily, all parties would follow Sections B.1 and B.4 of the Department’s Standard Ground Rules (D.P.U. 15-184-A, App. 1 (March 4, 2020)); until further notice, however, parties must retain the original paper version and the Department will later determine when the paper version must be filed with the Department Secretary. Importantly, all large files submitted must be broken down into electronic files that do not exceed 20 MB.

Any person who desires to participate otherwise in the evidentiary phase of this proceeding shall file a petition for leave to intervene no later than 5:00 p.m. on June 23, 2021. A petition for leave to intervene must satisfy the timing and substantive requirements of 220 CMR 1.03. Receipt by the Department, not mailing, constitutes filing and determines whether a petition has been timely filed. A petition filed late may be disallowed as untimely, unless good cause is shown for waiver under 220 CMR 1.01(4). To be allowed, a petition under 220 CMR 1.03(1) must satisfy the standing requirements of G.L. c. 30A, § 10. All responses to petitions to intervene must be filed by the close of business (5:00 p.m.) on the second business day after the petition to intervene was filed.

All documents must be submitted to the Department in pdf format by e-mail attachment to peter.ray@mass.gov and rachel.cottle@mass.gov. The text of the e-mail must specify: (1) the docket number of the proceeding (D.P.U. 21-54); (2) the name of the person or company submitting the filing; and (3) a brief descriptive title of the document. All documents submitted in electronic format will be posted on the Department’s website as soon as practicable at http://www.mass.gov/dpu.

To the extent a person or entity wishes to submit comments in accordance with this Notice, electronic submission, as detailed above, is sufficient. To request materials in accessible formats (Braille, large print, electronic files, audio format) for people with disabilities contact Department’s ADA coordinator at DPUADACoordinator@state.ma.us. In addition, one copy of all written comments and petitions to intervene should be emailed to: (1) Daniel P. Venora, Esq. at dvenora@keeganwerlin.com; and (2) J.J. Cranmore, Esq. at jcranmore@cfmlawfirm.com.

At this time, a paper copy of the filing will not be available for public viewing due to the state of emergency. All documents, pleadings and/or filings submitted to the Department and/or issued by the Department related to these proceedings will be available on the Department’s website at https://eeaonline.eea.state.ma.us/DPU/Fileroom/dockets/bynumber (enter “21-54”).
To request materials in accessible formats for people with disabilities (Braille, large print, electronic files, audio format), contact the Department’s ADA coordinator at DPUADACoordinator@mass.gov.

Any person desiring further information regarding the Joint Petitioners’ filing or a paper copy of the filing should contact Daniel P. Venora, Esq. at (617) 951-1400 or dvenora@keeganwerlin.com. For further information regarding this notice, please contact Rachel Cottle, Hearing Officer, at rachel.cottle@mass.gov.

About Aquarion Water Company

Aquarion Water Company is the public water supply company for more than 750,000 people in 72 cities and towns in Connecticut, Massachusetts and New Hampshire.  It is the largest investor-owned water utility in New England and among the seven largest in the U.S.  Based in Bridgeport, CT, Aquarion has been in the public water supply business since 1857.  Across its operations, Aquarion strives to act as a responsible steward of the environment and to assist the communities it serves in promoting sustainable practices.  Aquarion Water Company is a wholly-owned subsidiary of Eversource.