Welcome to the DT Midstream Midwest Pipeline Acquisition call. I'll now turn it over to our speaker today, Todd Lohrmann, Director of Investor Relations. Thank you. Please go ahead.
Good morning and welcome, everyone. Before we get started, I would like to remind you to read the Safe Harbor Statement on page two of the presentation, including the reference to forward-looking statements. Our presentation also includes references to non-GAAP financial measures. Please refer to the definitions contained in the appendix. Joining me today are David Slater, President and CEO, and Jeff Jewell, Executive Vice President and CFO. I'll now turn it over to David to start the call.
Thanks, Todd, and thank you, everyone, for joining. The purpose of today's call is to discuss our announced Midwest Pipeline Acquisition. During the call, I'll review the highlights of the transaction. I'll then turn it over to Jeff, who will walk you through the transaction terms and financial details, and then I will finish by discussing the key strategic rationale and supporting fundamentals. So with that, we've reached an agreement with ONEOK to purchase a portfolio of premier Midwest natural gas transmission pipelines for $1.2 billion in a transaction that fully aligns with our existing strategy of operating high-quality integrated natural gas pipelines in North America. As we noted in our press release, we are acquiring 100% operating ownership in these three FERC-regulated interstate natural gas transmission pipelines: Guardian Pipeline, Midwestern Gas Transmission, and Viking Gas Transmission.
Together, these assets provide over 3.7 BCF per day of capacity with approximately 1,300 miles of pipelines across seven states in the attractive Upper Midwest market region and are directly interconnected or proximal to DTM's existing asset footprint in this region. I'll now turn it over to Jeff to cover the transaction terms and financial details.
Thanks, David. Our $1.2 billion cash purchase with no assumed debt is expected to be financed with approximately $900 million of debt and $300 million of common equity. The purchase price represents an approximately 10.5 times multiple on expected 2025 adjusted EBITDA. This acquisition is immediately accretive to distributable cash flow per share and enhances our overall financial profile with no synergies assumed. We remain committed to maintaining an investment-grade leverage profile and financial policies with a long-term four-times leverage ratio ceiling on a proportional basis. This transaction supports and enhances our growth profile, creating a new higher base for our dividend growth rate and targeted 5%-7% long-term organic adjusted EBITDA growth. This transaction is expected to close in late 2024 or early 2025, subject to regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and other customary closing conditions.
I'll now pass it back over to David to walk through the strategic rationale and fundamentals supporting this transaction.
Thanks, Jeff. This transaction truly checks all of the boxes in terms of strategic fit with DTM. The assets align with our pure-play natural gas investment thesis and are highly complementary to our existing footprint with direct connectivity to our Vector and NEXUS pipelines, as well as the ability to access our existing storage facilities in Michigan. This transaction will further improve our leading business portfolio mix through additional operating ownership in FERC-regulated pipelines, which will increase our pipeline segment to approximately 70% of our 2025 Adjusted EBITDA. These assets are located in attractive market regions where there is strong heating demand and forecasted power demand growth from coal- to- gas switching and data centers. These pipelines are anchored with durable demand-based contracts supported by longstanding utility customers and backed by an overall customer base that is approximately 85% investment grade.
Turning to the individual assets in the portfolio, these pipelines are well-positioned to meet growing demand in the Upper Midwest. Guardian Pipeline is a 260-mile interstate pipeline with 1.3 BCF a day of capacity that connects to DTM's Vector pipeline and the Chicago Hub and serves key Wisconsin demand centers. The connectivity to Vector provides a direct pathway to our storage and the Appalachian supply basin via NEXUS. Midwestern Gas Transmission is a 400-mile interstate pipeline with 1.5 BCF per day of capacity, directly interconnected with Guardian Pipeline and provides bidirectional service moving Appalachian supply north to key Chicago demand centers and south to key Gulf Coast markets. The final pipeline in the portfolio, Viking Gas Transmission, is a 675-mile interstate pipeline with 1 BCF per day of capacity that connects Canadian supply to key utility customers across the Northern Midwest region.
The fundamentals around each of these pipelines are very supportive of our future growth. We expect to increase our organic growth project backlog with incremental opportunities from the acquisition, and we expect to have commercial synergies due to the great fit with our existing assets, so in conclusion, we are very excited to add these premier assets and their operating teams to the DTM portfolio. This acquisition continues our disciplined strategy of building a distinctive, high-quality, pure-play natural gas pipeline company, and with that, we can now open up the line for questions.
Thank you. If you have dialed in and would like to ask a question, please press star followed by the number one on your telephone keypad to raise your hand and join the queue. To withdraw your question, please press star one again. If you have dialed in and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Our first question comes from the line of Keith Stanley with Wolfe Research. Please go ahead.
Hi. Good morning. Congrats on the transaction.
Thanks.
You stated in your slideshow as well that it provides a new higher base for dividend and EBITDA growth. On the dividend, I just want to confirm, is the message that the transactions are accretive to cash flow per share and the dividend could potentially be stepped up to reflect this, or are you simply saying that they give more support to the existing dividend growth plan?
Yeah. And good morning, Keith. Yeah. What we're saying, you're right, is this is accretive to all of the metrics, including Distributable Cash Flow. So that's number one. And then number two, what we're signaling is what our historical practice has been. It's always been our capital allocation is that we're going to grow dividends in line with EBITDA. So those are the messages that we're giving here. And then what we'll do is, from a timing, just like we've done, we'll update on the year-end call, both for 2025, talk about 2026, and then we'll also talk about the dividend at that time.
Okay. So dividends, but if dividends could grow in line with EBITDA, keeping in mind that this transaction steps up your EBITDA by about 10% or so.
Right. But again, remember, from what we've always done, we're looking at both historical and where we're looking and those things when we think about the dividend.
Okay. Got it. Jeff, anything you'd share from conversations with Moody's on the transaction? I know you guys were still hoping for an upgrade at that agency. This transaction, I think, increases leverage a little bit near term, but just any feedback or conversations you've had there?
Yeah. So we've had discussions with all three. Some from the summer was sort of the formal, and then we've had continued discussions with all three of them, pitches on went to investment grade, Moody's positive, S&P is at neutral. We've continued conversations with all three of them on sort of what the path and that trajectory is. And we've been signaling that that was fourth quarter, early part of 2025, was the normal progression and path that we were on, especially after the Millennium, that financing we did, especially with the on-balance sheet. And so then the conversations that we've had here in the last couple of days with them is, again, been positive discussions and that they're going to continue to move forward with where we are.
The way we have balanced the financing was very intentional, no different than how we've always run the business, is to ensure the strength of the balance sheet. Actually, we're seeing that the proportional debt estimate that we've got is going to be probably shy of four times. It'll be lower, just slightly lower than the four times on that, and then well down into the mid-low threes on the balance sheet side. That's where we are. Again, we'll continue the conversations, but we believe that the path that we're on with them, that that will continue. This transaction is very supportive from a credit profile, credit upgrading as a part of that equation, not only from a scale, customer concentration, stability because of the FERC pipes and those things. Again, this is very credit accretive.
Thank you.
You bet. Thanks.
Our next question comes from the line of Spiro Dounis with Citigroup. Please go ahead.
Thanks, operator. Morning, team. David, I want to go back to your comment on growth opportunities. It sounds like this does create a few more for you. So I was wondering if you could just maybe unpack that a little bit, tell us about what that might look like, and if you could, just how much white space is on these pipelines now to maybe grow into before you'd need to expand?
Yeah. Good morning, Spiro. That certainly was an attractive feature to us as we looked at this opportunity. As we kind of laid out in the deck, the fundamentals are really strong around these pipelines to drive incremental growth. And I'd really put it in three buckets, Spiro, the way we think about it. I'd say bucket number one would be true incremental growth, whether it be incremental power demand, data centers. Again, I think as the market's familiar, there's a tremendous amount of coal retirement in this footprint, and there's a tremendous amount of data center activity occurring in this footprint. So those are two items that we'll provide more clarity and detail on on the year-end call when we update the capital backlog. But we feel very strongly that there are incremental growth opportunities across these assets. So that's bucket number one.
I'd say bucket number two is modernization opportunities. ONEOK did a really nice job modernizing some facilities on Viking two years ago, and I think that just went into service last year. So they upgraded compression on the system. We believe there are modernization opportunities across the rest of the asset footprint that are significant that we can work on over time. And again, as I think we all know, these are all opportunities to add to rate base and earn a return on that and provide high-quality, reliable service to these key load centers. And then I'd say the third bucket of opportunity that we see relates to the interconnectivity with the rest of our network.
Having a direct connection to Vector, having a direct pathway to Michigan storage and to the Appalachian basin via NEXUS, we believe will also drive increased opportunities on the network upstream of these assets. So at a very high level, Spiro, those are the three areas that strategically we see opportunity in that once we close this transaction, get on the other side, incorporate a really strong operating team that comes with the assets. We'll go to work on commercializing those opportunities.
Got it. It's helpful color. Maybe picking up on the last point or the last bucket there around interconnectivity. You talked a little bit about synergies in the prepared remarks, and I think you specifically referenced commercial synergies. And so maybe just go into a little bit more detail about what exactly that might look like and just how you're thinking about the timing to actually achieve those synergies.
Yeah. So maybe we'll start with in the advertised economics of the transaction, there are no synergies of standard. So let's just start there. The synergies that we expect is really the third bucket that I just described in your previous question. It's those opportunities on the network upstream of these assets where we believe we'll be able to unlock some commercial synergies. I'd say the other opportunity here from a customer perspective is we'll have the capability to offer an enhanced and a broader suite of services to the customers, particularly Guardian and Midwestern, that perhaps they didn't have under the ONEOK ownership just because of our connectivity right back to the Appalachian basin and our connectivity right back to significant storage assets in Michigan. So those are the areas at a high level, Spiro, that we see opportunity.
I think over time, we close a transaction, transition the team, and then incorporate them into our overall business. That's what we expect to unlock.
Got it. Helpful as always. I'll leave it there. Thank you, gentlemen.
Thanks, Spiro.
Our next question comes from the line of Jeremy Tonet with JP Morgan. Please go ahead.
Hi. Good morning.
Good morning, Jeremy.
Good morning.
Just wanted to get updated thoughts, I guess, looking forward at this point, how you see the market out there for other potential asset acquisitions? Do you see other assets out there of this caliber that you could be interested in? I mean, it seems like the balance sheet still has the strength to it here. And just wondering, I guess, how you think about future potential opportunities?
Yeah. That's a good question, Jeremy. Maybe I'll start by saying that we've always been very selective and disciplined when we look at M&A. So this opportunity, when it presented, it really, when you go down that strategic fit list, that filter, I mean, it literally checked every single box, right? Pure-play natural gas, FERC pipelines, interconnectivity of the current network, right in our geographic wheelhouse in terms of how we understand these markets. So this truly was quite a unique opportunity for us. In terms of how we're seeing the rest of the market, clearly, it's a theme in the sector. But I think from an expectation of how we'll behave is we will continue to be disciplined and very selective. If things check all those strategic boxes, we'll be curious and inquisitive. But if they don't, we're going to remain disciplined to our core investment thesis.
Got it. That's helpful. Thank you for that. And then maybe picking up the conversation with the agencies at this point, sounds like you've been in close contact there. But just wanted to see, it seems like this acquisition provides nice scale, kind of gets you over the $1 billion EBITDA hump, diversifies everything more. Just wondering, any updated thoughts, I guess, on timeline to attaining investment grade at this point? I know you don't want to speak for the agencies, but if I look at just your metrics, it kind of seems like you're there.
Yeah. I think you said it really well, Jeremy. And I'd say there are the hard metrics and then the soft metrics. This transaction really improves what I'll call the soft metrics, right? The counterparty exposure, counterparty concentration risk, counterparty credit quality. I mean, these assets are predominantly contracted by the regional utilities, so we have really strong credit profiles, fully contracted assets, demand-based contracts. So these are all features that are very attractive to the rating agencies. So as I think Jeff said earlier, obviously, no surprise, we've been in contact with the agencies. They knew this was coming. And we're just going to be patient with them. They have to do their job. They will do their review. But we're optimistic, as you said, that when you go down the list, we are checking all the boxes.
So that's what we would expect to occur over a reasonable period of time.
And so, Jeremy, just your exact question, we've checked all of the boxes, like David said. We've done that since the first of the year, so I mean, it's not been the metrics. Then we've only improved on that from the Millennium transaction and then from this transaction. These are just enhancements and improvements, continued improvements on the credit quality of the company, so like David said, we've been very patient, and we believe we're still on the same path that we've been on maybe before the end of the year, into the first of the year. That timing works for us. Again, we're doing our thing, and they'll do their thing, and we're going to get to where we want to be.
Got it. That's helpful. So we'll just wait for the agencies to catch up. Makes sense. Thank you.
Yeah. Well said, Jeremy.
Our next question comes from the line of John Mackay with Goldman Sachs. Please go ahead.
Hey, guys. Thanks for the time. Just a quick one for me. This deal lines up with what you guys have been talking about for a little bit now of kind of boosting the pipeline segment as a percentage of the overall mix. I guess just curious, looking from here, would you guys expect that to continue to go higher, or could you still be in the market either organically or maybe inorganically to get that gathering side up over time as well? Thanks.
Well, good morning, John. The way I'd answer that question is we're just going to consistently keep executing around the strategy and sort of the strategic goals that we've been communicating to the investor base. I mean, I've been very clear about this desire to grow the pipeline segment. We've grown it from 50% when we spun the company. We're now closing in on 70% here on the other side of this transaction once it closes. When you look at our organic capital backlog, it's disproportionately skewed to the pipeline segment. So I think we're going to just keep consistently executing. That's our strategy. And if the market allows us to take that beyond 70%, we certainly will be doing that. So clearly, it's valued by our investor base. It provides great stability and clarity long-term to cash flows.
So we love this sector, and we really think this transaction not only brings in three great pipes that fit nicely into our footprint and our portfolio, but it brings a fully functional, complete operating team with the assets. So it does a lot of things strategically for us to reinforce that pipeline segment and set us up to continue to grow that going forward.
All right. Thanks for that. Maybe I should just a housekeeping. I think you guys said this earlier, but your metrics in terms of the $1.3 billion backlog, the 5%-7% growth, etc., you guys are saying you're effectively not updating those right now, and you'd be coming out with kind of fresh numbers on the Q call, just to make sure I heard that right?
Yeah. You've got that right, so expect a refresh on that on the year-end call, but to be clear, I think we're being very clear in this announcement that the base will increase on the other side of this transaction, and we are highly confident that on that new higher base, we will continue to grow at that 5%-7% organic growth rate going forward, and I think, as I've said publicly in the past, any M&A transactions that we do is incremental to that long-term organic growth rate.
All right. That's clear. Appreciate the time.
Yeah. No problem. Great question.
Our next question comes from the line of Sunil Sibal with Seaport Global. Please go ahead.
Yes. Hi. Good morning, everybody, and congrats on the transaction. So a couple of things I just wanted to dwell on. Could you give us a sense of what kind of utilization these assets are running at and kind of from a contractual perspective, what kind of existing contract life on these?
Yeah. Great question. And good morning, Sunil. These assets are fully contracted. And as you'd expect, they're serving predominantly the northern region of the Upper Midwest area in the country. So they are purpose-built assets that are integrated into those peak demand loads that those utilities are serving. So if you look at pipeline utilization over the year, you'll see high, high utilization in those cold winter months. But again, just to remind everybody, they're fully contracted. They're demand-based contracts. But the utilization definitely peaks and is higher in those cold winter months in the wintertime.
Understood. And in terms of the contract life?
Yeah. It varies by individual pipeline. That information is all public on the FERC websites. And I don't want to guess at each one, but on average, for the total portfolio, it's around a four-year contract tenor. We've obviously looked closely at that as we assess the transaction. And what you'll see when you go look at the data and look at the counterparties is that they tend to be utility counterparties that tend to just renew. They have renewal rights in those contracts, and they regularly renew those contracts as they, again, these assets are purpose-built to serve those peak day loads for these key utilities in the region.
Got it. And then just one follow-up on this. How much of these pipelines get flows through your existing pipeline system? So it seems like it kind of fits well with some of your pipelines in the area. So I was curious how much of the current flows are routed through your systems.
Yeah. I'll give you just an indicative answer to that because I don't have a precise answer. And again, I don't want to guess at that number. But currently, Vector is directly interconnected with Guardian, and we do have shippers on Vector that are shippers on Guardian and are storage owners in Michigan. So what I'll call that pathway from storage to the load centers contractually exists today. And so there's strong contractual connections already with these assets, which was just another feature that was very compelling for us for this transaction. It's not as if we don't already understand these assets and there wasn't already some close commercial ties with the anchor shippers around these assets. So that was a very compelling feature when we looked at this opportunity.
Got it. Thanks for the color.
You're welcome.
We have no further questions at this time. I will now turn the call back to David for any closing comments.
Thank you, everybody, for joining us this morning. As you probably can tell, we're very excited about this acquisition. It's just a very nice fit into our portfolio. We're very excited to, on the other side of this transaction closing, to welcome in just a very high-quality group of employees from ONEOK that have taken care of these assets to serve these customers for many, many years. We're looking forward to them joining us going forward. Thank you very much.
This concludes today's call. Thank you for your participation. You may now disconnect.