Sunday, July 5, 2020

Berkshire Hathaway's $9.7 Billion Purchase of Dominion Energy's Natural Gas Assets (D; BRK)

These are not the choicest assets—unless Warren is planning to take what started as the Enron stub* nationwide—in which case he'll be spending another couple hundred billion dollars.

What it means though is that someone familiar with the business is seeing some value.

From Dominion:

Dominion Energy Agrees to Sell Gas Transmission, Storage Assets to Berkshire Hathaway Energy-- Strategic Repositioning Toward 'Pure-Play' State-Regulated, Sustainability-Focused Utility Operations
RICHMOND, Va., July 5, 2020 /PRNewswire/ -- Dominion Energy (NYSE: D) today announced that it has executed a definitive agreement to sell substantially all of its Gas Transmission & Storage segment assets to an affiliate of Berkshire Hathaway Inc. (NYSE: BRK.A) in a transaction valued at $9.7 billion, including the assumption of $5.7 billion of existing indebtedness....
[***blah, blah, blah***]
...Transaction overviewDominion Energy has executed a definitive agreement to sell gas transmission and storage assets – including more than 7,700 miles of natural gas storage and transmission pipelines and about 900 billion cubic feet of gas storage that the company currently operates – to an affiliate of Berkshire Hathaway Energy in a transaction valued at approximately $9.7 billion, including the assumption of about $5.7 billion of existing indebtedness which will reduce Dominion Energy's total leverage. The buyer will also make a cash payment of approximately $4 billion to Dominion Energy upon closing....

....Assets covered by the sale agreement include the company's ownership interests in Dominion Energy Transmission, Questar Pipeline (including Overthrust and White River Hub), Carolina Gas Transmission, Iroquois Gas Transmission System (50 percent interest), legacy gathering and processing operations, farmout acreage, as well as a 25 percent operating interest in Cove Point. These assets will be reclassified as discontinued operations for GAAP reporting and excluded from operating earnings for full-year 2020. The company's interest in the Atlantic Coast Pipeline is not included in the transaction.

The transaction is expected to close during the fourth quarter. It requires Hart-Scott-Rodino clearance as well as approval from the U.S. Department of Energy....MORE
*Dynegy got the Northern Natural Gas pipeline operation, a whole lot o'pipe, from Enron's soon to be corpus.**
Berkshire bought it from Dynegy. Here's Buffett's 2002 Chairman's letter p. 5 -6:
***
...Berkshire also made some important acquisitions last year through MidAmerican Energy Holdings(MEHC), a company in which our equity interest is 80.2%. Because the Public Utility Holding Company Act (PUHCA) limits us to 9.9% voting control, however, we are unable to fully consolidate MEHC’s financial statements. 

Despite the voting-control limitation – and the somewhat strange capital structure at MEHC it has engendered – the company is a key part of Berkshire. Already it has $18 billion of assets and delivers our largest stream of non-insurance earnings. It could well grow to be huge

Last year MEHC acquired two important gas pipelines. The first, Kern River, extends from Southwest Wyoming to Southern California. This line moves about 900 million cubic feet of gas a day and is undergoing a $1.2 billion expansion that will double throughput by this fall. At that point, the line will carry enough gas to generate electricity for ten million homes.

The second acquisition, Northern Natural Gas, is a 16,600 mile line extending from the Southwest to a wide range of Midwestern locations. This purchase completes a corporate odyssey of particular interest to Omahans. 

From its beginnings in the 1930s, Northern Natural was one of Omaha’s premier businesses, run by CEOs who regularly distinguished themselves as community leaders. Then, in July, 1985, the company– which in 1980 had been renamed InterNorth – merged with Houston Natural Gas, a business less than half its size. The companies announced that the enlarged operation would be headquartered in Omaha,with InterNorth’s CEO continuing in that job. 

Within a year, those promises were broken. By then, the former CEO of Houston Natural had taken over the top job at InterNorth, the company had been renamed, and the headquarters had been moved to Houston. These switches were orchestrated by the new CEO – Ken Lay – and the name he chose was Enron.Fast forward 15 years to late 2001. Enron ran into the troubles we’ve heard so much about and borrowed money from Dynegy, putting up the Northern Natural pipeline operation as collateral. The two companies quickly had a falling out, and the pipeline’s ownership moved to Dynegy. That company, in,turn, soon encountered severe financial problems of its own. 

MEHC received a call on Friday, July 26, from Dynegy, which was looking for a quick and certain cash sale of the pipeline. Dynegy phoned the right party: On July 29, we signed a contract, and shortly thereafter Northern Natural returned home.When 2001 began, Charlie and I had no idea that Berkshire would be moving into the pipeline business. But upon completion of the Kern River expansion, MEHC will transport about 8% of all gas used in the U.S. We continue to look for large energy-related assets, though in the electric utility field PUHCA constrains what we can do....
**As the New York Times put it at the time of Berkshire's purchase:
...Dynegy gained control of the pipeline, which can deliver 4.3 billion cubic feet of gas daily, or about 8 percent of total United States output, through its agreement to acquire Enron before the deal was abandoned. As part of its planned acquisition of Enron, Dynegy invested $1.5 billion in Enron early in November in exchange for preferred shares in the subsidiary that owns the pipeline and the option to take control of it as a form of insurance on the deal.

Dynegy abandoned the acquisition, accusing Enron of misrepresenting the health of its business. Enron sued Dynegy, accusing it of breach of their merger agreement and is still seeking $10 billion in damages. Dynegy countered with its own suit, demanding that Enron honor the option allowing Dynegy to buy the pipeline. Enron settled that case in January and handed over the pipeline.