STATE OF NEW YORK PUBLIC SERVICE COMMISSION Verified Joint Petition of Veolia Environnement S.A., Veolia North America, Inc., SUEZ S.A., and SUEZ Water New York Inc. for Approval Pursuant to Section 89-h Case 21-W-____ of the Public Service Law of the Acquisition of SUEZ S.A. by Veolia Environnement S.A. VERIFIED JOINT PETITION OF VEOLIA ENVIRONNEMENT S.A., VEOLIA NORTH AMERICA, INC., SUEZ S.A., AND SUEZ WATER NEW YORK INC. FOR APPROVAL PURSUANT TO SECTION 89-H OF THE PUBLIC SERVICE LAW OF THE ACQUISITION OF SUEZ S.A. BY VEOLIA ENVIRONNEMENT S.A. Kevin M. Lang Brian T. FitzGerald Amanda De Vito Trinsey Gregory G. Nickson Julie A. Yedowitz Cullen And Dykman LLP Couch White, LLP 80 State Street 540 Broadway Suite 900 Albany, New York 12207 Albany, New York 12207 518-426-4600 518-788-9440 [email protected] [email protected] [email protected] [email protected] [email protected] Counsel for Veolia Environnement Counsel for SUEZ S.A. and S.A., and Veolia North America, Inc. SUEZ Water New York Inc. Dated: June 11, 2021 STATE OF NEW YORK PUBLIC SERVICE COMMISSION Verified Joint Petition of Veolia Environnement S.A., Veolia North America, Inc., SUEZ S.A., and SUEZ Water New York Inc. for Approval Pursuant to Section 89-h Case 21-W-____ of the Public Service Law of the Acquisition of SUEZ S.A. by Veolia Environnement S.A. VERIFIED JOINT PETITION I. INTRODUCTION This Petition is submitted jointly to the New York State Public Service Commission (“Commission”) pursuant to Public Service Law (“PSL”) § 89-h and the Commission’s Regulations,1 and any other statutory or regulatory provisions deemed applicable, by Veolia Environnement S.A. (“Veolia”), a French société anonyme and Veolia North America, Inc., a Delaware corporation and wholly-owned subsidiary of Veolia (“Veolia North America”), SUEZ S.A., a French société anonyme (“SUEZ”), and SUEZ Water New York Inc., a New York corporation and wholly-owned indirect subsidiary of SUEZ (“SUEZ Water New York”). The parties are collectively referred to herein as “Petitioners.” Petitioners seek the Commission’s expedited approval by mid-November 2021 of Veolia’s acquisition of a majority or all of the outstanding shares of SUEZ in accordance with a Combination Agreement entered into between those entities on May 14, 2021. As a result of this acquisition, Veolia will acquire all of SUEZ’s equity interests in SUEZ Water New York (the “Transaction”). As discussed in more detail below, and in the pre-filed Direct Testimony of Keith 1 16 NYCRR Parts 18, 31, and 39. 2 Oldewurtel on behalf of Veolia and the pre-filed Direct Testimony of Chris Graziano and James Cagle on behalf of SUEZ (together, the “Testimony”) submitted concurrently with this Petition in Attachments A and B, respectively, the Transaction will not have any adverse impacts on SUEZ Water New York customers or employees, there may be increased opportunities in the future to leverage new technologies and innovative practices developed by Veolia for other parts of its water management businesses, and Veolia will provide multiple positive benefits to customers. These benefits include continuation of SUEZ Water New York’s capital plan, continuation and potential improvements to customer service, continued robust access to the financial markets, and continued and possibly expanded community engagement. Moreover, Veolia will commit to providing financial support to reduce arrearages caused by the COVID pandemic and to accelerate efforts to provide relief to low income customers, with the details to be determined in consultation with Department Staff. For all of these reasons, and the additional reasons set forth herein and the attached Testimony, the Transaction is in the public interest and should be approved. II. THE PARTIES TO THE TRANSACTION A. Veolia Veolia is headquartered in Paris, France and is listed on Euronext Paris under the symbol VIE. Veolia’s primary business activities include: (1) water management and technology services, including the management of water and wastewater utilities and the manufacturing of water treatment systems, (2) waste management services, including collection and treatment of non- hazardous, hazardous, and specific waste, and (3) energy services, including sustainable energy management solutions for local authorities and companies. Veolia is a leading expert in water cycle management, from producing and supplying drinking water to collecting, treating, recovering, and recycling wastewater. Through its entities and subsidiaries around the world, Veolia manages 3,362 water production plants and 2,737 wastewater treatment plants. 3 Veolia has over 178,000 employees in 55 countries, including over 7,800 employees in North America. Veolia’s customers, which include municipalities, industrial and commercial businesses, and individuals, are located across the globe. It is a trusted supplier of services to U.S. and other governmental customers. Globally in 2020, Veolia was responsible for supplying 95 million people with drinking water and 62 million with wastewater services. B. Veolia North America Veolia North America is a leading provider of operations management and maintenance services for drinking water and wastewater systems via partnerships with municipal entities. It has developed an innovative consultancy and performance-based contract model to help cities, such as New York and Washington, D.C., identify efficiency opportunities and implement improvements to their systems. Veolia’s water technology business designs and manufactures water clarification and purification, softening, disinfection, desalination, purification, and mobile drinking water production systems for municipal and industrial customers. Veolia North America also sells these systems to engineering firms who in turn use its water technology systems in building and designing projects for municipal and industrial customers. C. SUEZ SUEZ is headquartered in Paris, France and is listed on Euronext Paris under the symbol SEV. SUEZ’s primary business activities include: (1) water management and technology services, including worldwide municipal water activities and the manufacturing of water treatment systems, and (2) waste management services, including general waste management, hazardous waste treatment, and other environmental solutions for industrial and municipal customers. SUEZ employs nearly 90,000 people worldwide and has operations in all fifty states of the United States, including New York. 4 D. SUEZ Water New York SUEZ Water New York is a water-works corporation organized under the laws of the State of New York with its principal office located at 162 Old Mill Road, West Nyack, New York 10994. SUEZ Water New York owns and operates a public water supply system, including drinking water and water for fire protection, that delivers water to more than 120,000 residential, non-residential, and fire-protection customers in parts of Rockland, Orange, Westchester, Tioga, and Putnam counties. By Commission Order, SUEZ Water New York was appointed Temporary Operator for the water systems of Knolls Water Company, Inc. in Orange County, New York and Boniville Water Company, Inc. in Putnam County, New York, with nearly 170 customers combined.2 SUEZ Water New York’s affiliates, SUEZ Sewer New York Inc. and SUEZ Water South County Inc., provide wastewater services to nearly 3,150 customers in the State of New York. SUEZ Water New York is an indirect, majority-owned subsidiary of SUEZ. More specifically, SUEZ Water New York is a wholly-owned subsidiary of SUEZ Water Resources LLC (“SWR”), a Delaware limited liability company. SWR also owns eight other water and wastewater utilities in Delaware, New Jersey, New York, Pennsylvania, Rhode Island, and Idaho, as shown in Attachment D. As shown in Attachment D, SUEZ indirectly owns 80% of SWR, and the remaining 20% of SWR is indirectly held by Stichting Depositary PGGM Infrastructure Funds, acting in its capacity as title holder of PGGM Infrastructure Fund (“PGGM”), which forms part of the PGGM NV group, a cooperative Dutch pension fund service provider that manages pension funds and assets, and invests in public and private equity, debt, real estate funds, and infrastructure markets across the globe. The Transaction is not expected to have any impact on PGGM’s 2 Case 18-W-0545, Proceeding on Motion of the Commission as to the Acts and Practices and Adequacy of Service Provided by Boniville Water Company, Inc. and Knolls Water Co., Inc. Order Appointing Temporary Operator (issued March 14, 2019). 5 investment in SWR, as Veolia will acquire only SUEZ’s ownership shares in SWR and SUEZ Water New York. E. Organization Charts and Corporate Documents Petitioners have attached hereto as Attachments C and D copies of Veolia’s and SUEZ’s pre-acquisition organization charts, respectively. Veolia is still developing its post-acquisition organization chart and will provide it to the Commission when it is complete. Due to the multinational nature of the Transaction and the Companies’ respective holdings, incorporating the SUEZ entities into the Veolia corporate structure is complex and requires careful tax and business planning. In any event, SUEZ Water New York will be an indirect, majority-owned subsidiary of Veolia under the current SUEZ North America organization or an indirect subsidiary of Veolia under Veolia North America. To assist with the review of this Petition and for illustrative purposes only, Veolia provides in Attachment E organization chart alternatives showing the two most likely structures for incorporation of SUEZ and its subsidiaries. Veolia will advise the Commission once the post-acquisition organizational structure is finalized. Certificates of incorporation or formation, as applicable, for Veolia and Veolia North America are collectively provided in Attachment F. Certificates of incorporation or formation, as applicable, for SUEZ and SUEZ Water New York are collectively provided in Attachment G. For convenience purposes, English translations of the French certificates are included where available. III. THE PROPOSED TRANSACTION Veolia and SUEZ have been global leaders in water resource management for over 150 years.