Aqua America Inc. (NYSE:WTR) (‘Aqua’) agreed to acquire PNG Companies LLC (‘Peoples’) from infrastructure funds managed by SteelRiver Infrastructure Partners for $4.3 billion on October 22, 2018. The transaction puts the enterprise value of Peoples at $4,275 million including approximately $1.3 billion in assumed debt, which includes approximately $1,112 million of senior notes issued by PNG Companies LLC, a wholly-owned direct subsidiary of Peoples. Of the purchase price $3.5 million will be deposited with an escrow agent at closing. The purchase price is subject to adjustments for working capital, certain capital expenditures, transaction expenses and closing indebtedness. The acquisition is supported by a fully committed bridge facility. Goldman Sachs Bank USA and Royal Bank of Canada are providing a fully committed bridge facility in an aggregate amount of up to $5.1 billion in connection with the transaction. Aqua expects to finance the purchase and refinance certain debt with a mix of common equity, equity-linked and debt financing, which could include senior notes issued in capital markets transactions, term loans or other credit facilities or any combination thereof. Aqua anticipates issuance of approximately $2.2 billion to $2.5 billion of equity or equity-linked securities and approximately $0.5 billion to $0.8 billion of incremental debt to fund the acquisitions. On March 29, 2019, Aqua America, Inc. has agreed to issue and sell to an investor in a private placement 21.66 million newly issued shares of common stock, par value $0.50 per share. The gross proceeds of the private placement are expected to amount to approximately $750 million. As of April 19, 2019, Aqua America issued 32.5 million shares and 12 million equity units and the public offerings net proceeds of April 24, 2019 will be used to finance the acquisition of PNG Companies LLC and other purposes. As of April 23, 2019, Aqua completed an underwritten secondary offering of 37.4 million shares of common stock at a public offering price of $34.62 per share, and the issuance of 13.8 million tangible equity units. The aggregate proceeds of the offerings of common equity and tangible equity units of $1.9 billion, after estimated underwriting fees and issuance expenses and as of April 26, 2019, Aqua completed a public offering of debt to fund a portion of the PNG Companies LLC transaction, refinance existing Aqua notes, and fund general corporate purposes. In this offering, the company issued $900 million of 10-year and 30-year senior notes with a weighted average interest rate of 3.96% and a weighted average maturity of 21 years, as $400 million of senior notes at 3.57%, due 2029 and $500 million senior notes at 4.28%, due 2049. As a result of the completion of the secondary public offerings of equity and debt in April 2019, the unsecured acquisition bridge loan commitment reduced to $750 million. Aqua America shall cause PNG Companies LLC to use reasonable efforts to cease use, if any, of the words or trademarks “SteelRiver”, “SteelRiver Infrastructure Partners” or any trademark containing or comprising the same (the “Seller’s Marks”) within ninety (90) days following the closing of the transaction. PNG Companies LLC will operate as subsidiary of Aqua America. As of January 16, 2020, Aqua America announced that the name of the company will change to Essential Utilities, Inc. in connection with the closing of the transaction. Aqua may be required to pay a fee of $120 million in the event of termination of the transaction under certain circumstances. The resulting company's corporate headquarters will be in Bryn Mawr, Pennsylvania, and Aqua's water and wastewater operations will remain headquartered in Bryn Mawr. Peoples, the natural gas operating subsidiary, and its employees will remain headquartered in Pittsburgh and other operating locations will remain unchanged. Following the transaction, the combined businesses will be led by Aqua Chairman and Chief Executive Officer Christopher Franklin. Morgan O’Brien will continue to lead Peoples. Following close of the transaction, Aqua America’s leadership team will consist of: Richard Fox, Executive Vice President, Chief Operating Officer; Christopher Luning, executive Vice President, General Counsel; Matthew Rhodes, Executive Vice President, Strategy and Corporate Development; Daniel Schuller, Executive Vice President, Chief Financial Officer; Ruth DeLost-Wylie, senior Vice President, Business Transformation; Susan Haindl, Senior Vice President, Chief Administrative Officer; Christina Kelly, Senior Vice President, Chief Human Resources Officer; Brian Dingerdissen, Vice President, Chief of Staff, Investor Relations and Communications; and Kimberly Joyce, Vice President, Regulatory and Government Affairs. Joseph Gregorini, Chief Operating Officer of PNG Companies LLC, will lead the natural gas utilities for all states as President and Colleen Arnold, currently Aqua’s Deputy Chief Operating Officer, will lead the water and wastewater utilities for all states as President. DeLost-Wylie, currently Senior Vice President, Chief Administrative Officer and Chief Information Officer at PNG Companies LLC, will lead the implementation of enterprise application SAP across the entire corporate platform as Senior Vice President of Business Transformation. The transaction is subject to regulatory approvals, including approval by the public utility commissions in Pennsylvania, Kentucky and West Virginia, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, settlement or repayment of Peoples’ debt and certain customary closing conditions. In November 2018, Aqua filed for regulatory approval from the public utility commissions in the three states where Peoples operates: Pennsylvania, West Virginia and Kentucky. As on December 17, 2018, Federal Trade Commission granted an early termination notice of antitrust approval waiting period. As of May 2, 2019, Aqua received approval from Kentucky in March, and in April Aqua received approval in West Virginia. In Pennsylvania, Aqua received direct testimony from the interveners and initiated settlement discussions. As of January 16, 2020, Pennsylvania Public Utility Commission approved the transaction. The transaction is expected to close in mid-2019. As of October 28, 2019, the transaction is expected to close in December 2019 or in early 2020. The transaction is expected to be completed by March 16, 2020. The transaction is anticipated to be immediately accretive to earnings the first full year after close and over the long term. Moelis & Company LLC, Goldman Sachs & Co. LLC and RBC Capital Markets acted as financial advisors to Aqua. Eli Hunt, Erika Tang, Kathey Guo, Brian Chisling, Matt Einbinder, Erland Modesto, Andrew Lanius, Brandon Barton, Ryan Bekkerus, Roxane Reardon, Matt Hart, David Rubinsky, Patricia Adams, Caitlin Fitzgerald, Rob Holo, Jasmine Hay, Peter Guryan, Kelly Karapetyan, Michael Isby, Krista McManus, Lori Lesser, Genevieve Dorment and Steve DeLott of Simpson Thacher & Bartlett LLP acted as legal advisors to Aqua. Morgan Stanley & Co. LLC acted as financial advisor and Richard Shutran, Becky Limmer and Jennifer Morgan of Winston & Strawn LLP acted as legal advisors to Steel River Infrastructure. Aqua America Inc. (NYSE:WTR) completed the acquisition of PNG Companies LLC from infrastructure funds managed by SteelRiver Infrastructure Partners for $4.6 billion on March 16, 2020. Aqua America Inc. completed its acquisition for $3.465 billion in cash.  Pursuant to the agreement, the amount paid at closing is subject to adjustment upon completion of a closing balance sheet and the finalization of other adjustments that may occur over the next several months.  The estimated purchase price paid by Aqua America Inc. was $4.275 billion, which was adjusted by $43.9 million for an estimated change in working capital, certain estimated capital expenditures of $247.5 million, and the assumption of $1.101 billion of indebtedness of PNG Companies LLC as of the closing date, which indebtedness includes approximately $920.1 million of senior notes and $181 million of short term debt issued by PNG Companies, LLC, a wholly owned direct subsidiary of PNG Companies LLC. Aqua America terminated the remaining previously disclosed bridge commitment it had received from Goldman Sachs Bank USA and Royal Bank of Canada in October 2018 in connection with its entry into the agreement. As of March 16, 2020, the private placement of 21.66 million shares to an affiliate of CPP Investments, was completed for gross proceeds of approximately $750 million, which were used to fund a portion of the purchase price.