SteelRiver Reaches Agreement to Acquire Equitable Gas Company through its Controlled Natural Gas Distribution Utility

  SteelRiver Reaches Agreement to Acquire Equitable Gas Company through its
                 Controlled Natural Gas Distribution Utility

PR Newswire

NEW YORK, Dec. 20, 2012

NEW YORK, Dec. 20, 2012 /PRNewswire/ -- Peoples Natural Gas, a regulated
natural gas distribution company controlled by an affiliate of SteelRiver
Infrastructure Partners, today announced that it has entered into a definitive
agreement with EQT Corporation (NYSE: EQT) for the acquisition of EQT's
natural gas distribution business, Equitable Gas Company.

As part of the transaction, Peoples has agreed to a payment of $720 million in
cash and the transfer of certain midstream and storage assets and gas
marketing contracts to EQT. At closing, Equitable is expected to be merged
into Peoples, with Peoples as the surviving entity. In addition, upon
closing, Peoples expects to enter into arm's length service agreements with
EQT to facilitate the transition of ownership and secure supply of local gas
to existing and future customers of the utilities.

The acquisition of Equitable is highly complementary to SteelRiver's existing
portfolio and the combined entity is expected to generate incremental value
for SteelRiver's investor base. As a result of the transaction, SteelRiver
expects to control, through its managed funds and co-investment vehicles,
three natural gas regulated utilities operating in contiguous service
territories in Pennsylvania, West Virginia and Kentucky, serving approximately
700,000, mostly residential, customers.

Chris Kinney, Senior Managing Partner of SteelRiver and CEO of SteelRiver
Infrastructure Fund North America commented: "The acquisitions of Peoples and
Peoples TWP have led to increased capital investment in the region to upgrade
the existing infrastructure and the creation of more than 300 jobs in Western
Pennsylvania. With the addition of Equitable, SteelRiver adds to its
commitment to the region to own and operate safe and reliable utility service
with a long-term investment horizon under the leadership of Morgan O'Brien."

Dennis Mahoney, Senior Managing Partner of SteelRiver also commented: "The
acquisition of Equitable attests to our appetite for continued capital
deployment in regulated utilities, our ability to work with our portfolio
companies to secure unique transactions, away from competitive auction
processes, and the desire to continue to attract incremental investor capital
and grow our franchise as an owner and operator of core infrastructure assets
in North America."

Morgan O'Brien, President and CEO of Peoples Natural Gas commented, "The
combined utility will yield substantial benefits to the respective service
areas by creating significant operational efficiencies for the pipeline
systems, enhancing safety and reliability, and supporting greater competition
for gas marketers and local gas producers." O'Brien continued, "Combining the
companies' respective pipeline systems will result in a more streamlined
operating system for customers, allowing the companies to avoid incurring
upcoming replacement costs where the systems overlap while continuing to
invest in our Smart Modernization Program of accelerated replacement of the
older parts of our system."

The transaction requires regulatory approval by the Pennsylvania Public
Utility Commission, the West Virginia Public Service Commission and the
Kentucky Public Service Commission, and clearance by the Federal Trade
Commission under the Hart-Scott Rodino Act, as well as other standard federal
regulatory approvals. The transaction is expected to close in the second half
of 2013.

SteelRiver Infrastructure Partners is an independent investment management
firm that invests in core infrastructure in North America for the long term,
seeking out assets and businesses that provide essential services with stable
cash flows and are often regulated at the local or federal level.
SteelRiver's long term approach to infrastructure investing is characterized
by a significant emphasis on value added through in-house asset management and
experienced infrastructure investment professionals. SteelRiver manages an
unlisted infrastructure investment vehicle with committed capital in excess of
USD 1.9 billion, and approximately USD 1.8 billion of co-investor equity
capital. SteelRiver's managed vehicles own energy and infrastructure assets
throughout North America. For more information on SteelRiver please visit
www.steelriverpartners.com.

Peoples Natural Gas is a regulated natural gas distribution company that
transports and distributes natural gas primarily to residential and commercial
customers within its delivery area in southwestern Pennsylvania, serving,
together with its sister company Peoples TWP, approximately 420,000, mostly
residential, customers throughout 18 counties.

Equitable Gas Company is a regulated natural gas public utility that provides
natural gas distribution services to approximately 260,000 residential
customers, and 18,000 commercial and industrial customers in Pennsylvania,
West Virginia, and Kentucky. The company owns approximately 4,000 miles of
pipeline across these same states.





SOURCE SteelRiver Infrastructure Partners

Website: http://www.steelriverpartners.com
Contact: SteelRiver Infrastructure Partners, Vittorio Lacagnina,
+1-212-382-7478, vittorio.lacagnina@steelriverpartners.com
 
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