LAWYERS 61 FOURTEENTH STREET JOHN D. PHILLIPS WH EEL1 NG, WEST VIRGINIA TELEPHONE (304) FAX(304)

Transcription

1 PHILLIPS, GARDILL, KAISER & ALT LAWYERS JAMES C GARDILL CHARLES J KAISER, JR H BRANN ALTMEYER * WILLIAM A KOLIBASH EDWARD M GEORGE, Ill DENISE KNOUSE-SNYDER RICHARD N BEAVER J CHRISTOPHER GARDILL ROBERT D PLUMBY * ANDREW R THALMAN ** CORY M DELGUZZO JACOB C ALTMEYER JEFFERY D KAISER * ELIZABETH A PIETRANTON 61 FOURTEENTH STREET JOHN D. PHILLIPS WH EEL1 NG, WEST VIRGINIA TELEPHONE (304) FAX(304) June 25,2018 ( ) RAY A. BYRD OF COUNSEL *ALSO ADMITTED IN OH **ALSO ADMITTED IN PA AND I N 197 W. MAIN STREET ST. CLAIRSVILLE, OH PHONE (740) FAXf740) VIA FEDERAL EXPRESS AND FACSIMILE Ms. Ingrid Ferrell, Executive Secretary Public Service Commission of West Virginia 201 Brooks Street Charleston, West Virginia RE: Bluefield Gas Company; Utility Pipeline, Ltd.; Lumberport-Shinnston Gas Company; and Blacksville Oil and Gas Company Verified Response of Lumberport-Shinnston Gas Company and Blacksville Oil and Gas Company to Commission Order of June 15,201 8 and Request for Clarification PSC Case No G-PC Dear Ms. Ferrell: Enclosed for filing are an original and twelve copies of the Verified Response of Lumberport-Shinnston Gas Company and Blacksville Oil & Gas Company to Commission Order of June 15,20 18 and Request for Clarification. Please file this letter and Verified Response and provide the twelve copies to the appropriate parties at the Commission. I would also ask that you date stamp the extra copy provided and return it to me in the attached stamped envelope. Thank you in advance for your assistance. Very truly yours, CJWsls Enclosures Charles J. Kaiser, Jr. Of Counsel for Lumberport-Shinnston Gas Company and Blacksville Oil and Gas Company WV State Bar No cc: Christopher L. Callas, Esq. John Auville, Esq. Tom White, Esq. (P )

2 PUBLIC SERVICE COMMISSION OF WEST VIRGINIA CHARLESTON CASE NO G-PC BLUEFIELD GAS COMPANY; UTILITY PIPELINE, LTD.; LUMBERPORT-SHINNSTON GAS COMPANY; AND BLACKSVILLE OIL & GAS COMPANY Joint Petition for the Consent and Approval of the Transfer of Assets of Lumberport-Shinnston Gas Company and Blacksville Oil & Gas Company to Bluefield Gas Company VERIFIED RESPONSE OF LUMBERPORT-SHINNSTON GAS COMPANY AND BLACKSVILLE OIL & GAS COMPANY TO COMMISSION ORDER OF JUNE 15,2018 and REQUEST FOR CLARIFICATION Lumberport-Shinnston Gas Company (hereafter Lumberport ) and Blacksville Oil & Gas Company (hereafter Blacksville ) hereby (i) respond to the Commission s directive in its June 15,201 8 Order ( Order ) that the parties advise the Commission within ten (1 0) days of their acceptance of the conditions on the Commission s approval of the Acquisition, and (ii) request that the Commission clarify certain uncertainties issues arising from the Order. A. Response to Order on Commission Conditions 1. Lumberport and Blacksville accept the Commission s conditions confirming the representations made by the parties in the Joint Petition and at the hearing outlined in the first Ordering Paragraph of the June 15,2018 Order ( Conditions ). 2. Nevertheless, because the Conditions were based upon the financial status of Lumberport and Blacksville at the time of the execution of the Asset Purchase Agreement on April 15,2016 (the Agreement ), and since the closing and satisfaction of the financial {PO I ) 1

3 conditions will occur more than two years later, the amounts and effects of those financial conditions have necessarily changed. 3. The Order approved a combined rate base for Lumberport and Blacksville of $4,398,100 based in part upon Lumberport and Blacksville providing for the payment of amounts projected to be necessary to fully fund its pension plan obligations as of the date of the Agreement which were at the time Lumberport and Blacksville s best estimates of the amounts necessary to satisfy these obligations (i.e. $1,090,771). 4. As the result of the passage of time, changes in interest rates, increases in PBGC fees, and other factors that affect the amount necessary to fully fund the defined benefit pension plan, the amount required to satisfy the obligations of Lumberport and Blacksville will likely be different than the amount estimated by the Commission in the Order. 5. As a part of its Order the Commission (p.12) has ordered that [wlithin 30 days of the closing of the transaction, Bluefield or UPL should provide by closed entry filing... proof of the payments... to the pension fund and the final journal entries recording the Asset Purchase Agreement. 6. Accordingly, the Adjusted Rate Base following closing of the Agreement should likewise be adjusted by the actual payments necessary to satisfy the pension plan obligations and the other liabilities of Lumberport and Blacksville, paid from the proceeds of the Asset Purchase Agreement, not simply the estimated or projected amounts by which the Adjusted Rate Base in the Order was determined. (PO I) 2

4 B. Request for Clarification 7. Accordingly, Lumberport and Blacksville request that Utility Pipeline, Ltd. ( UPL ) be permitted to file with the Commission following closing the aggregate amount of all actual pension plan payments, liabilities, and loans of Lumberport and Blacksville (the Actual Liabilities ) paid in order to satisfy the contractual obligations in the Asset Purchase Agreement that the assets of Lumberport and Blacksville be transferred to UPL free and clear of all liens and encumbrances whatsoever except for those items listed on Schedule 1.1 and that such aggregate amount shall be substituted for the $2,12 1,566 amount that is a component of the Commission s Adjusted Rate Base on page 11 of its Order. 8. Further, that the Adjusted Rate Base modified bv payment of the Actual Liabilities as determined pursuant to paragraph 6 herein be the same amount which UPL shall use to assign the Utility Assets to Bluefield pursuant to its representations to the Commission in the Joint Petition and the same amount that shall govern the Commission s conditions denominated as b. and c. in the Order. Respectfully submitted on June 25,2018. LUMBERPORT-SHINNSTON GAS COMPANY BLACKSVILLE OIL & GAS COMPANY By Counsel Charles J. Kaiser, Jr., Esq., W Bar ID 1946 PHILLIPS, GARDILL, KAISER & ALTMEYER, PLLC. 61 Fourteenth Street Wheeling, West Virginia (PO ) 3

5 VERFICATION STATE OF WEST VIRGINIA, COUNTY OF HARRISON, to-wit: S.M. Christenson, an authorized officer of Lumberport-Shinnston Gas Company and Blacksville Oil & Gas Company, being duly sworn, says that the factual assertions on behalf of Lumberport-Shinnston Gas Company and Blacksville Oil & Gas Company in the attached Response are true to the best of her knowledge, information, and belief. S.M. Christenson +h Taken, subscribed and sworn to before me on June =, My commission expires: 9\8\Ix* (w I t 4

6 CASE NO G-PC PUBLIC SERVICE COMMISSION OF WEST VIRGINIA CHARLESTON BLUEFIELD GAS COMPANY; UTILITY PIPELINE, LTD.: LUMBERPORT-SHINNSTON GAS COMPANY; AND BLACKSVILLE OIL & GAS COMPANY Joint Petition for the Consent and Approval of the Transfer of Assets of Lumberport-Shinnston Gas Company and Blacksville Oil & Gas Company to Bluefield Gas Company CERTIFICATE OF SERVICE I certify service of the filing to which this certificate is appended on June 25, 2018 by United States First Class Mail, postage prepaid, as addressed: John Auville, Esq. Tom White, Esq. Public Service Commission of WV Consumer Advocate Division 201 Brooks Street 700 Union Building Charleston, WV 723 Kanawha Blvd., East Commission Staff Charleston, WV Consumer Advocate Division Christopher L. Callas, WV Bar ID 5991 Nicklaus A. Presley, WV Bar ID JACKSON KELLY PLLC 1600 Laidley Tower Post Office Box 553 Charleston, West Virginia Bluefield Gas Company and Utility Pipeline, Ltd. Charles J. Kaiser, Jr., Esq. (State Bar ## 1946) PHILLIPS, GARDILL, KAISER & ALTMEYER, PLLC 61 Fourteenth Street Wheeling, WV (304) Lumberport-Shinnston Gas Company and Blacksville Oil & Gas Company Charles J. Kaiser, Jr. (PO I) 5