Washington D.C. (January 27, 2021) – Ullico Inc. today announced that on December 22, 2020, its Ullico Infrastructure Fund signed a definitive agreement to acquire GEP Bison Holdings, Inc., which owns 100% of the equity of Hearthstone Utilities, Inc. "Hearthstone"), a holding company that owns and operates six natural gas local distribution companies across five states in the United States. Ullico will acquire GEP Bison Holdings, Inc. from BlackRock Real Assets' Global Energy & Power Infrastructure Funds ("GEPIF").
"Hearthstone is a geographically diversified natural gas distribution platform with strong, integrated local leadership," said Rohit Syal, head of acquisitions for Ullico's infrastructure business. "For the Ullico Infrastructure Fund, this platform represents a unique opportunity to wholly-own a regulated business."
"Ullico is proud to be the owner of a company that provides essential services, tangible work opportunities and is committed to the betterment of the communities which it serves," said Edward M. Smith, President and CEO of Ullico Inc.
Hearthstone serves over 82,000 residential, commercial, and industrial customers across Indiana, Maine, Montana, North Carolina, and Ohio. Serving more than 30,000 customers in each of Ohio and Montana, Hearthstone is one of the largest independent natural gas distribution companies in these two states. Hearthstone distributes approximately 26 billion cubic feet of natural gas and operates approximately 3,300 miles of distribution and transmission pipelines. The Hearthstone portfolio offers a unique opportunity to acquire a large-scale, regulated gas distribution company with a long-term contracted revenue structure, critical importance in its markets and stable cash flows.
"Ullico's vision is to invest patient, long-term capital into these core infrastructure assets in a manner that brings experienced ownership, stability, a long-term vision, consistently available capital, access to best-inclass operating partners and a commitment to the economic success of the communities local to each investment," said Sonia Axter, head of asset management for Ullico's infrastructure business.
Dave Cerotzke, Hearthstone's President and Chief Executive Officer, commented, "This new partnership with Ullico will allow Hearthstone to maintain our strong dedication to providing safe, clean, reliable and affordable energy to our customers, ensure continuity of management and processes for our regulators, provide continuous opportunity for our employees, and further support expanding the number of customers that have access to our responsive, quality service."
The transaction is subject to, among other customary closing conditions, the approvals of the Maine Public Utilities Commission, Montana Public Service Commission, North Carolina Utilities Commission, and Public Utilities Commission of Ohio and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Ullico expects to receive all such approvals and complete the transaction in the second half of 2021.
Ullico Inc., through the Ullico Infrastructure Fund, currently has investments in the water, wastewater, telecommunications, electricity transmission, power generation, transportation and gas transmission sectors and is exploring opportunities in all core sectors.
RBC Capital Markets acted as Ullico’s financial advisor and Milbank LLP acted as legal counsel. Credit Suisse acted as GEPIF's financial advisor and Simpson Thacher & Bartlett LLP acted as legal counsel.
For more than 90 years, Ullico has been a proud member of the labor movement, keeping union families safe and secure. In 2010, the Ullico Infrastructure Fund (UIF) was established to assist in the construction, maintenance and refurbishment of America's infrastructure. As of December 31, 2020, UIF had approximately $3 billion in assets under management on behalf of 133 investors, with 18 portfolio investments comprising all major sectors.
From insurance products that protect union members, leaders and employers, to investments in building and infrastructure projects that have created thousands of union jobs, our customers continue to trust us with protecting their families, employees and investments. The Ullico Inc. Family of Companies includes: The Union Labor Life Insurance Company; Ullico Casualty Group, LLC; Ullico Investment Company, LLC (Member FINRA/SIPC); Ullico Investment Advisors, Inc.; and Ullico Benefit Solutions, LLC. For additional information, visit visit www.ullico.com.
Ullico Infrastructure Tax-Exempt Fund, LP:
The Ullico Infrastructure Tax-Exempt Fund, LP ("UIF") is a Delaware limited partnership designed to permit qualified taxexempt purchasers to invest in core infrastructure investments located in the United States and Canada. The fund and the units issued will not be registered under the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, or under state securities laws. UIF is being offered and sold in reliance on the exemption from the securities registration requirements of the Securities Act set forth in Regulation D (the "Rule"). UIF will only be sold to "accredited investors" as that term is defined under the Rule. The portfolio consists primarily of private equity and debt investments in infrastructure companies located in the United States and Canada. UIF does not have a meaningful comparison because there is no benchmark available for private infrastructure investments. The Ullico Infrastructure Tax-Exempt Fund, LP was incepted in November 2012.
Ullico Investment Advisors, Inc. ("UIA") is a registered investment adviser with the United States Securities and Exchange Commission ("SEC") in accordance with the Investment Advisers Act of 1940, as amended. Ullico Investment Advisors, Inc. has two majority owned subsidiaries: Ullico Infrastructure Management Company, LLC and UIA Investment Management, LLC. Both are Relying Advisers in reliance upon the SEC staff's no-action letter to the American Bar Association dated January 18, 2012. The firm's full list of composite and pooled fund descriptions is available upon request.
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