Enbridge Inc. (TSX:ENB) entered into an agreement to acquire membership interests in Fall West Holdco LLC from Dominion Energy, Inc. (NYSE:D) for $4.3 billion on September 5, 2023. Transaction is valued at approximately $4.3 billion, consisting of a purchase price of approximately $3.0 billion in cash (subject to certain adjustments) and approximately $1.3 billion of assumed indebtedness. In a related transaction, Enbridge entered into a purchase and sale agreement to acquire Dominion Energy Questar Corporation, Dominion Energy Gas Distribution, LLC, The East Ohio Gas Company and DEO Alternative Fuel, LLC (collectively, ?EOG?) for $6.6 billion and a purchase and sale agreement to acquire Public Service Company of North Carolina, Incorporated for approximately $3.1 billion from Dominion Energy, Inc. On September 5, 2023, Enbridge, Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada (together, the ?Commitment Parties?) entered into a financing commitment letter (the ?Commitment Letter?) for a 364-day senior unsecured bridge facility (the ?Bridge Facility?) in an aggregate initial principal amount of $9.4 billion, which may be borrowed as three separate loans on each applicable closing date for acquisitions. Enbridge Inc. entered into an agreement with a syndicate of underwriters led by RBC Capital Markets and Morgan Stanley, and including BMO Capital Markets, CIBC Capital Markets, National Bank Financial Markets, Scotiabank, and TD Securities (the ?Underwriters?) under which the Underwriters have agreed to purchase, on a bought deal basis, 89,490,000 common shares of the Company or aggregate gross proceeds of CAD 4 billion ($5.4 billion). Enbridge intends to use the net proceeds from the Offering to finance a portion of the cash consideration payable for acquisitions. The commitments under the Bridge Facility will be reduced by the net proceeds received by Enbridge from the Offering. If the Questar Purchase Agreement is terminated under certain circumstances relating to failure to obtain required regulatory approvals, Enbridge may be required to pay Dominion a termination fee of approximately $106.9 million.

The Transactions are subject to the satisfaction of customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, clearance from the Committee on Foreign Investment in the U.S., approval from the Federal Communications Commission (?FCC Approval?) and the approval of the Utah Public Services Commission and the Wyoming Public Services Commission. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the Questar Purchase Agreement, the Questar Acquisition is expected to close in 2024. Transaction is expected to be accretive to distributable cash flow per share (?DCFPS?) and adjusted earnings per share (?EPS?) in the first full year of ownership adding shareholder value.

Morgan Stanley & Co. LLC and RBC Capital Markets Inc. acted as co-lead Financial Advisors for Enbridge. Matthew J. Brennan, John E. Estes, Catherine M. Clarkin, RuiHui (Rachel) Yu, Ryan P. Logan and Joseph J. Matelis of Sullivan & Cromwell LLP and Toby Allan, Brett Anderson, Kim Brown and John S. Osler of McCarthy Tétrault LLP were legal advisors to Enbridge. Joanne Katsantonis, Emilie J. McNally and Daniel E. Howell of McGuireWoods LLP served as legal counsels to Dominion Energy. Citi and Goldman Sachs & Co. LLC acted as co-financial advisors for Dominion Energy in the transaction.

Enbridge Inc. (TSX:ENB) completed the acquisition of Fall West Holdco LLC from Dominion Energy, Inc. (NYSE:D) on June 3, 2024. The Questar Gas utility will be doing business in Utah as Enbridge Gas Utah, in Wyoming as Enbridge Gas Wyoming, and in Idaho as Enbridge Gas Idaho. Questar will join Enbridge's Gas Distribution and Storage Business Unit.