Moxila A. Upadhyaya May 4, 2018 T 202.344.4690 F 202.344.8300 MAUpadhyaya@venable.com VIA ELECTRONIC MAIL AND E-FILING Ms. Brinda Westbrook-Sedgwick Commission Secretary Public Service Commission of the District of Columbia 1325 G Street, NW, Suite 800 Washington, DC 20005 Re: Formal Case No. 1142 [In the Matter of the Merger of AltaGas Ltd. and WGL Holdings, Inc.] Dear Ms. Westbrook-Sedgwick: Enclosed please find Applicants AltaGas Ltd. s, WGL Holdings, Inc. s, and Washington Gas Light Company s Motion to Hold Procedural Schedule in Abeyance. The Parties joining the Applicants in this Motion are: Statutory Intervenor Office of People s Counsel for the District of Columbia, and Intervenors District of Columbia Government, National Consumer Law Center/National Housing Trust/National Housing Trust-Enterprise Preservation Corporation (collectively, NCLC ), Baltimore-Washington Construction & Public Employees Laborers District Council ( LiUNA ), and Department of Defense and all other Federal Executive Agencies. Thank you for your time and attention. Please contact me if you have any questions regarding this matter. Respectfully submitted, Encl. Copy to: Certificate of Service Moxila A. Upadhyaya Counsel for AltaGas Ltd.
BEFORE THE PUBLIC SERVICE COMMISSION OF THE DISTRICT OF COLUMBIA IN THE MATTER OF THE MERGER OF ALTAGAS LTD. AND WGL HOLDINGS, INC. ) ) ) Formal Case No.: 1142 MOTION TO HOLD PROCEDURAL SCHEDULE IN ABEYANCE Pursuant to Rule 105.8 of the Rules of Practice and Procedure of the Public Service Commission of the District of Columbia ( Commission ), the Applicants in Formal Case No. 1142 AltaGas Ltd., WGL Holdings, Inc., and Washington Gas Light Company (collectively, Applicants ) hereby notify the Commission of a full settlement in principle by and between the Applicants, the Government of the District of Columbia (the D.C. Government ), the District of Columbia Office of People s Counsel ( OPC ), the United States Department of Defense and all other Federal Executive Agencies ( DoD/FEA ), the Laborers International Union of North America, its affiliated District Council, and Local Unions serving or located in Washington, D.C. (collectively, LiUNA ), and the National Consumer Law Center/National Housing Trust/National Housing Trust-Enterprise Preservation Corporation (collectively, NCLC ) (collectively, the Settling Parties ) and respectfully request, with the consent of the other Settling Parties, that the Commission hold the Procedural Schedule in Formal Case No. 1142 in abeyance until May 11, 2018 to allow the Settling Parties to formally document their settlement and file a motion to reopen the record for the purpose of seeking 1
approval of the settlement. In addition, the Applicants, with the consent of the other Settling Parties, request an expedited ruling on this Motion. In support of the Motion, the Applicants state as follows: 1. On April 24, 2017, the Applicants filed an Application for Merger and Change of Control, along with supporting testimony and exhibits. 1 The Application included a set of proposed binding Commitments to ensure that the Merger is in the public interest, sworn testimony from 14 witnesses in support of the Merger, exhibits, and supporting work papers. The Applicants represent that, following the Merger, Washington Gas will continue to operate as a District of Columbia utility subject to the continuing jurisdiction of the Commission and without any reduction in the Commission s existing oversight or authority. 2. On April 25, 2017, the Commission issued a Public Notice opening this proceeding to review the Application. 2 The Public Notice set a procedural conference for May 18, 2017 regarding certain preliminary issues, including: (1) factors to be considered in determining whether the Application is in the public interest; (2) identification of factual issues in dispute; and (3) the procedural schedule for filing testimony and briefs, discovery, settlement conferences, and evidentiary hearings. 3 1 Formal Case No. 1142, In the Matter of the Merger of AltaGas Ltd. and WGL Holdings, Inc., Docket No. 1 (April 24, 2017). 2 Formal Case No. 1142, Public Notice, rel. April 25, 2017, Docket No. 6. 3 Id. at 1, 2-3. 2
3. After conducting a Prehearing Conference, on July 24, 2017, the Commission issued Order No. 18843, which narrowed the Public Interest Factors to seven factors, concluded that Formal Case No. 1142 is an other proceeding, not a rate case, for purposes of D.C. Code 34-912, set forth the procedural schedule for the instant proceeding, the rules governing discovery, and initial instructions regarding the evidentiary hearing. 4 4. The Procedural Schedule set forth in Order No. 18843, Attachment B, inter alia, scheduled the evidentiary hearing to begin on December 5, 2017, required that the parties engage in three settlement conferences prior to the evidentiary hearing, and issued a projected decision date of April 30, 2018. 5 5. The Commission held evidentiary hearings from December 5 to 13, 2017, during which time the parties were afforded the opportunity to crossexamine each other s witnesses, and the Commission was afforded the opportunity to ask questions of the Applicants and Intervenors witnesses in this proceeding. 6. Following the hearing, certain of the parties have continued to engage in settlement discussions and negotiations. After several productive discussions and the exchange of various term sheets, the Applicants have now reached a settlement in principle with the DC Government, OPC, NCLC, LiUNA, and DoD/FEA. 4 Formal Case No. 1142, Order No. 18843, rel. July 24, 2017. 5 Id. at Attachment B. 3
7. It is the Commission s policy to support and encourage settlement agreements. 6 The Commission has repeatedly expressed its preference for considering settlement agreements, 7 including in an order issued in this proceeding. 8 8. In order to allow the Settling Parties time to formalize their settlement, and prepare a motion to reopen the record for purpose of seeking approval of the settlement, the Applicants request that the Commission hold any final order in abeyance until May 11, 2018. The Settling Parties intend to file a Motion to Approve the Settlement Agreement and related papers by May 8, 2018. 9. There is good cause to support this Motion, and no parties would suffer any undue prejudice, as evidenced by the fact that several major parties have reached a settlement in principal. Moreover, the policy of the Commission favors settlements, and a brief abeyance would promote that policy. WHEREFORE, for the foregoing reasons, the Applicants, with the consent of the other Settling Parties, respectfully request that the Commission 6 See Formal Case No. 1002, In the Matter of the Joint Application of PEPCO and New RC Inc. for Authorization and Approval of Merger Transaction, Order No. 12395 at 23-24, 45, rel. May 1, 2002. 7 Formal Case No. 1119, In the Matter of the Joint Application of Exelon Corporation, Pepco Holdings, Inc., Potomac Electric Power Company, Exelon Energy Delivery Company, LLC, and New Special Purpose Entity, LLC for Authorization and Approval of Merger Transaction ( Formal Case No. 1119 ), Order No. 17947 at 6, 6, rel. August 27, 2015 ( The Joint Applicants were free to meet together with the parties to see if their objections could be resolved and a settlement could be reached. ); 8 Formal Case No. 1142, Order No. 19159 at 1, 6, rel. October 27, 2017 ( As the Commission has previously stated, the Commission is amenable to settlements. ). 4
issue an expedited ruling approving this Motion and hold the Procedural Schedule in Formal Case No. 1142 in abeyance until May 11, 2018. [signatures appear on following page] 5
Respectfully submitted, /s/ /s/ Leslie T. Thornton (Bar No. J. Joseph Curran, III 376193 F. William DuBois Senior Vice President, General Kenneth L. Thompson (Bar Counsel No. 431922) & Corporate Secretary Christopher S. Gunderson Donald R. Hayes (Bar No. 362429) Venable LLP Meera Ahamed (Bar No. 442427) 750 East Pratt Street, 7th Floor Paul S. Buckley (Bar No. 442427) Baltimore, MD 21202 John C. Dodge (Bar No. 412743) (410) 244.7400 Cathy Thurston-Seignious (Bar No. jcurran@venable.com 423365) wdubois@venable.com 101 Constitution Avenue, NW klthompson@venable.com Washington, DC 20080 csgunderson@venable.com (202) 624.6270 Leslie.Thornton@washgas.com Moxila A. Upadhyaya (Bar No. dhayes@washgas.com 494373) MeeraAhamed@washgas.com Venable LLP PaulBuckley@washgas.com 600 Massachusetts Avenue, NW jdodge@washgas.com Washington, DC 20001 cthurstonseignious@washgas.com (202) 344.4000 maupadhyaya@venable.com Counsel for WGL Holdings, Inc. and Washington Gas Light Company Counsel for AltaGas Ltd. May 4, 2018
CERTIFICATE OF SERVICE I, the undersigned counsel, hereby certify that on this 4th day of May, 2018, I caused copies of the foregoing to be hand-delivered, mailed, postage-prepaid, or electronically delivered to the following: Brinda Westbrook-Sedgwick Commission Secretary Public Service Commission 1325 G St. NW, Suite 800 Washington, DC 20005 bwestbrook@psc.dc.gov Christopher Lipscombe, Esq. Lara Walt, Esq. Office of General Counsel Public Service Commission 1325 G St. NW, Suite 800 Washington, DC 20005 clipscombe@psc.dc.gov lwalt@psc.dc.gov Frann G. Francis, Esq. Apartment and Office Building Association 1025 Connecticut Ave, N.W., Suite 1005 Washington, DC 20036 ffrancis@aoba-metro Counsel for the Apartment and Office Building Association Bruce R. Oliver Revilo Hill Associates, Inc. 7103 Laketree Drive Fairfax Station, VA 22039 revilohill@verizon.net Danielle Lopez, Esq. Office of People s Counsel 1133 15th St. NW, Suite 500 Washington, DC 20005 dlopez@opc-dc.gov Counsel for the Office of People s Counsel Mark J. Murphey, Esq. Mooney, Green, Saindon, Murphy & Welch, PC 1920 L St. NW, Suite 400 Washington, DC 20036 mmurphy@mooneygreen.com Counsel for the International Brotherhood of Teamsters Local 96 Brian Caldwell, Esq. Office of the Attorney General for the District of Columbia 441 4th St., NW Washington, DC 20001 brian.caldwell@dc.gov Counsel for the District of Columbia Government Alan Barak, Esq. Hussain Karim, Esq. Department of Energy and Environment 1200 1st St., NE, 5th Floor Washington, DC 20002 Alan.barak@dc.gov Hussain.karim@dc.gov Counsel for the District of Columbia Government
Andrew G. Pizor, Esq. National Consumer Law Center 1001 Connecticut Ave, NW, Suite 510 Washington, DC 20036 apizor@nclc.org Counsel for the National Consumer Law Center Emily W. Medlyn, Esq. U.S. Army Legal Services Agency Regulatory Law Office 9275 Gunston Rd. Fort Belvoir, VA 22060 emily.w.medlyn.civ@mail.mil Counsel for the Department of Defense James F. Wallington, Esq. Baptiste & Wilder, P.C. 1150 Connecticut Ave., NW Suite 315 Washington, DC 20036 jwallington@bapwild.com Counsel for OPEIU Local 2, AFL- CIO Kim Hassan, Esq. Andrea H. Harper, Esq. Dennis Jamouneau, Esq. Potomac Electric & Power Company 701 9th St. NW, Suite 1100 Washington, DC 20068 djamouneau@pepcoholdings.com Counsel for Potomac Electric & Power Company Brian Petruska, Esq. General Counsel, LiUNA Mid-Atlantic Region 11951 Freedom Dr., Suite 310 Reston, VA 20190 bpetruska@maliuna.org Counsel for the Baltimore Washington Construction & Public Employees Laborers District Council May Va Lor Corporate Affairs Department, LiUNA 905 16th St., NW Washington, DC 20006 mlor@liuna.org Dan Dyer President, OPEIU Local 2, AFL-CIO 8555 16th St., NW, Suite 550 Silver Spring, MD 20190 ddyer@opeiu-local2.org Moxila A. Upadhyaya