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MD-Elkton-Gas-Filing.Pdf PUBLIC SERVICE COMMISSION OF MARYLAND 1N THE MATTER OF THE APPLICATION OF SOUTH JERSEY INDUSTRIES,INC., ELKTON ACQUISITION CORP. AND • CASE NO. PIVOTAL UTILITIES HOLDINGS,INC. d/b/a ELKTON GAS FOR AUTHORITY TO SELL AND TRANSFER SUBSTANTIALLY ALL OF ELKTON GAS'S ASSETS INCLUDING NATURAL GAS FRANCHISES TO ELKTON ACQUISITION CORD; AND FOR ALL RELATED AUTHORIZATIONS AND APPROVALS APPLICATION, TESTIMONY AND EXHIBITS VENABLE LLP DLA Piper By: J. Joseph Curran, III, Esquire By: Carville B. Collins, Esquire 750 East Pratt Street 6225 Smith Avenue Suite 900 Baltimore, MD 21209-3600 Baltimore, MD 21202 Attorneys for Applicant Stinson Leonard Street LLP PIVOTAL UTILITIES HOLDINGS,INC. By: H. Russell Frisby, Jr. d/b/a ELKTON GAS 1775 Pennsylvania Avenue NW Suite 800 Washington, DC 20006-4605 Attorneys for Applicants SOUTH JERSEY INDUSTRIES,INC., SJI UTILITIES, INC., AND ELKTON GAS ACQUISITION CORP. I. PRELIMINARY STATEMENT This Application involves the proposed acquisition of a Maryland public service company. Under an Asset Purchase Agreement("APA") dated October 15, 2017, South Jersey Industries, Inc. ("SJI"), through its subsidiary and assignee Elkton Acquisition Corp. ("Elkton Acquisition Corp.") agreed to purchase from Pivotal Utilities Holding, Inc. ("Pivotal")1 d/b/a Elkton Gas ("Elkton Gas") substantially all of the assets2 of Elkton Gas, whereby Elkton Gas, a public service company operating in Maryland, will become part of the family of SJI natural gas distribution utilities operating in the Mid-Atlantic region (the "Acquisition"). Accordingly, SJI, and its subsidiaries, SJI Utilities, Inc. ("SJI Utilities")3, Elkton Acquisition Corp. along with Pivotal (collectively, the "Applicants"), pursuant to Sections 5-201, 5-202, 6-101, and 6-105 ofthe Public Utilities Article ("PUA") of the Annotated Code of Maryland and the Code of Maryland Regulations ("COMAR") Section 20.07.04.01 et seq., respectfully request that the Maryland Public Service Commission ("Commission") authorize SJI to acquire the power to exercise substantial influence over the policies and actions of Elkton Gas ("Application")4. This Application, the accompanying testimony, and the appended materials satisfy the requirements of the Maryland Public Utilities Article. The Applicants, by and through this Application, demonstrate that the Acquisition is "consistent with the public interest, convenience, 1 Pivotal is an indirect, wholly-owned subsidiary of the Southern Company, and includes three natural gas utility operating divisions: Elkton Gas in Maryland, Elizabethtown Gas in New Jersey, and Florida City Gas in Florida. 2 These assets include, but are not limited to all natural gas franchises. 3 SJI Utilities is joined as an applicant to the extent the Commission deems it necessary. SJI Utilities will become an affiliate of Elkton Acquisition Corp. post-Merger and be controlled by SJL 4 Applicants also seek Commission approval of:(1) the transfer of various franchises from Pivotal to Elkton Acquisition Corp., (2) the exercise of the various transferred, existing franchises by Elkton Acquisition Corp., (3) the ability of SJI, SJI Utilities, and Ell~ton Acquisition Coip. to exercise substantial influence over the policies and actions of Elkton Gas, and (4)such other relief as shall be necessary and appropriate in this matter. and necessity," provides certain and direct "benefits ... to consumers," and will cause "no harm to consumers." § 6-105(g)(3)(i); see, e.g., In re the Merger of The Southern Company and AGL Resou~~ces Inc., Case No. 9404, Order No. 87529 at 3 (March 31, 2016). The Applicants request that the Commission approve this Application within the time period established by PUA § 6- 105(g)(6). II. INTRODUCTION As a result of the Acquisition and related transactions proposed in this Application, Elkton Gas will be a part of a family of natural gas distribution companies operating near one another in the Mid-Atlantic region. Ell~ton Gas's new parent holding company, SJI, is a regionally based energy services holding company that has over 100 years of experience operating South Jersey Gas, a gas distribution utility in New Jersey. SJI has proven itself to be ahigh-quality, customer- centric and financially-stable utility owner, and will bring the same dedication to superior service to its ownership and oversight of Elkton Gas. SJI is conservatively managed and financially strong, with strong investment grade credit ratings that have allowed the company to make the necessary investments in its natural gas utility infrastructure to ensure continuous safe, reliable and affordable service to its customers. For example, SJI recently made substantial investments in modernizing and improving the reliability of South Jersey Gas's distribution system, which have resulted in significant leak reductions, and few if any service interruptions during severe weather events. Elkton Gas will be joining a stable, well-run family of companies whose primary focus will be owning and operating regional natural gas distribution utilities. SJI takes seriously its duties and responsibilities under each jurisdiction's statutory framework with respect to its utilities, customers, and communities. As a result, SJI is offering numerous commitments in connection with this Acquisition that reflect SJI's appreciation ofthese 2 obligations. As explained further throughout this Application, and in the accompanying direct testimony, these commitments confirm the Acquisition's significant direct and tangible benefits that will inure to Elkton Gas's customers and the State of Maryland, while also ensuring that no harm results from the Application. Some of the benefits associated with the Acquisition include: • Customer Rate Credit: Aone-time approximately $115,000.00 rate credits will be provided to Elkton Gas customers within 90 days of closing (the "Closing").6 This commitment provides a direct, immediate and tangible benefit that would not exist but for the proposed Acquisition; Employee Protections: For three years following the Closing, SJI (or an affiliate) will maintain at a minimum, the existing level of Maryland workforce supporting Elkton Gas Company's operations in Maryland. In addition, SJI will maintain the same core management that exists today. These commitments safeguard Elkton Gas's highly skilled workforce and help to ensure a smooth and seamless transition for customers; • Five Years of Guaranteed Customer Credits: The current asset management agreement between Ell~ton Gas and Sequent Energy Management L.P.("Sequent" or "SEM") will be renewed and assigned to South Jersey Resources Group, LLC ("SJRG"), a wholly owned subsidiary of SJI and extended for an additional five- year period with a guaranteed minimum of $10,800.00 in annual credits to customers over that period; • New Ouportunities for Mutual Assistance During Critical Times: The opportunity for Elkton Gas and SJI's New Jersey utilities, South Jersey Gas and Elizabethtown Gasp to share local employees during times of emergency and otherwise take advantage of each other's resources during critical times, thus creating opportunities for enhanced safety and reliability; and Guaranteed Community Support: The commitment to maintain Elkton Gas's current level of community support contributions for a period of ten years post- 5 This amounts to approximately a $17.00 credit per Elkton Gas customer. b The Closing will ta1~e place following the satisfaction of certain conditions, including the approvals sought in this Application. ~ SJI is also acquiring substantially all of the assets of Elizabethtown Gas from Pivotal. Elizabethtown Gas is engaged in the distribution and sale of natural gas to approximately 288,000 residential, business, and industrial customers in seven counties in two areas of New Jersey. That acquisition is subject to review and approval by the New Jersey Board of Public Utilities ("NJBPU"). Closing. Elkton Gas will not seek to recover in rates the costs related to these community activities and support. These benefits, the others described more fully in this Application, and the commitments that are set forth in Exhibit A support a finding that the Acquisition and related transactions are in the public interest and should be approved. III. THE RELEVANT ENTITIES A. South Jersey Industries SJI is a regionally based natural gas distribution and energy services holding company based in Folsom, New Jersey that has demonstrated through its regulated utility operations awareness of its unique responsibility to its customers, its employees, and the community. As reflected in the Direct Testimony of Michael J. Renna, President and Chief Executive Officer of SJI, the company's culture is driven by safety, customer service, and building stronger communities through social investments. SJI has made substantial investments in improving the safety of its employees and customers, including investments in modernizing and improving the reliability of its natural gas utility distribution system. This work has resulted in significant leak reductions, and there have been few if any service interruptions during severe weather events. With these investments, SJI upholds its obligation to its customers while simultaneously improving the overall safety of the communities it serves. Moreover, SJI believes in giving back to the communities it serves by providing financial support to local nonprofit, business and civic organizations. Over the last three years, SJI provided over $500,000 annually in charitable, civic and educational
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