Enbridge Inc. (TSX:ENB) entered into a purchase and sale agreement to acquire Public Service Company of North Carolina, Incorporated from Dominion Energy, Inc. (NYSE:D) for $2.1 billion on September 5, 2023. Purchase price is consisting of cash consideration of approximately $2.2 billion and assumed debt of approximately $1.0 billion, subject to customary purchase price adjustments. In a related transaction, Enbridge Inc. entered into an agreement to acquire Dominion Energy Questar Corporation from Dominion Energy, Inc. for $6.6 billion and Enbridge Inc. entered into an agreement to acquire Fall West Holdco LLC from Dominion Energy, Inc. for $4.3 billion. 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. On September 8, 2023, the company closed public offering of 102.913500 million common shares of the Company or aggregate gross proceeds of CAD 4.6 billion ($3,417.08 million) at an offering price of $33.2051 per Common Share. 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. As of May 15, 2024, Enbridge announced the offering of its shares for gross proceeds of CAD 2.75 billion ($2.018227750 billion). Proceeds from the offering will be used to finance the transaction. If the PSNC 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 $78.3 million.

Transaction is subject to the satisfaction of customary conditions, including the absence of any governmental order prohibiting the consummation of the PSNC Acquisition, the expiration of the waiting period under the HSR Act, FCC approval of the change of control of FCC licenses, clearance by CFIUS and the approval of the North Carolina Utilities Commission. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the PSNC Purchase Agreement. In October 2023, Dominion Energy filed for approval from the North Carolina Commission. In November 2023, the waiting period under the Hart-Scott-Rodino Act expired. Also in November 2023, Dominion Energy submitted its initial filing request for approval by CFIUS. Approval from CFIUS was received in January 2024. In January 2024, Dominion Energy filed for approval with the FCC which was also received in January 2024. The PSNC 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 acted as co-lead Financial Advisors. George Sampas and Audra Cohen of Sullivan & Cromwell LLP and McCarthy Tétrault LLP were legal advisors to Enbridge. Joanne Katsantonis, Emilie J. McNally and Daniel E. Howell McGuireWoods LLP acted as legal advisors to Dominion Energy. Citi and Goldman Sachs & Co. LLC acted as co-financial advisors for the transaction.

Enbridge Inc. (TSX:ENB) completed the acquisition of Public Service Company of North Carolina, Incorporated from Dominion Energy, Inc. (NYSE:D) on October 1, 2024.