Hello, welcome to the NiSource Investor Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question- and- answer session. If you would like to ask a question during this time, simply press star one on your telephone keypad. I will now turn the conference over to Chris Turnure, Director of NiSource Investor Relations. Please go ahead.
Good morning, and welcome to the NiSource Investor Update Call. Joining me today are President and Chief Executive Officer, Lloyd Yates, Executive Vice President and Chief Financial Officer, Shawn Anderson, and NIPSCO President and Chief Operating Officer, Mike Hooper. We would like to remind you that some of the statements made during this presentation will be forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. Information concerning such risks and uncertainties is included in the MD&A and risk factors of our 8-K file this morning, as well as our other SEC filings. Additionally, some of the statements made on this call relate to non-GAAP measures. Please refer to our press release and 8-K, our prior SEC filings, and the supplemental slides posted to our website for more information about these non-GAAP measures.
I'd now like to turn the call over to Lloyd.
Thank you, Chris. Good morning, everyone. Many of you know we have launched a sale process for a non-controlling interest in our NIPSCO subsidiary to fund our long-term growth plans back in November 2022. As announced earlier today, we're pleased to share we found a premium partner in Blackstone Infrastructure Partners, an active investor across the utility, energy transition, transportation, digital infrastructure, water, and waste infrastructure sectors. This is truly an important milestone in our efforts to strengthen our balance sheet and enable NiSource to draw upon the portfolio of capital investment opportunities to enhance shareholder value, while enhancing safety and reliability for our customers. This transaction is highly consistent with our strategic and financial objectives, which remain on track to deliver between 9% to 11% of annual total shareholder return.
It also enhances NiSource's premium utility value proposition, which continues to drive sustainable growth and exemplifies our continued best-in-class execution and delivery on the commitments that we've made across our utility platform. Importantly, this transaction supports NiSource and NIPSCO's commitments to provide safe, reliable, and diverse sources of energy to our customers and supports the future growth and development of the communities we are privileged to serve. Turning to slide four, at Investor Day, we laid out goals we believe are both significant and achievable, and we have committed to measure progress against our premium utility growth plan on an ongoing basis. Today's announcement reinforces we are on track to deliver on our 2023 financial and operating goals. The transaction is not only a key achievement for 2023 but enables a strengthened balance sheet that will be a foundation for the execution in years to come.
Transitioning to slide five. We are incredibly excited about the transaction and want to share four key takeaways with you during today's call. The first is the transaction represents a highly attractive and efficient source of equity financing through a diversified source of funding from traditional capital markets. The proceeds reflect a meaningful premium to other potential sources of financing, and the additional funding Blackstone Infrastructure is committing to will support ongoing capital needs, including the renewable transition that's currently underway. Shawn will touch on this in more detail shortly. The second takeaway is the transaction highlights the incredible value proposition at NIPSCO and, more broadly at NiSource, as a continuing owner of 80.1% of NIPSCO. NIPSCO's robust business plan is underpinned by the business and regulatory environment in Indiana.
We believe Indiana has as strong of a business climate as any other state in the United States. NIPSCO's service territory stands to benefit from future economic development as Indiana continues to attract significant investments across manufacturing and industry. The regulatory environment in Indiana is second to none. Our rate structure supports NIPSCO's ability to earn its authorized returns while providing value to our customers. Mike Hooper, President of NIPSCO, will hit on these points in more detail later during the call. Our third takeaway is that the transaction establishes a long-term strategic partnership with Blackstone Infrastructure. Blackstone Infrastructure seeks to apply a long-term buy and hold approach to large-scale infrastructure assets and is focused on responsible stewardship and stakeholder engagement to create value for its investors and the community it serves.
It is committed to investing in NIPSCO's energy transition and decarbonization programs, as well as helping to increase gas and electric grid resiliency for the customers of Indiana. We are confident we can leverage Blackstone's scale and experience as we identify and execute growth opportunities at NIPSCO and across NiSource. The final takeaway is there are no changes to our existing guidance. NiSource is recommitting to delivering on our top-tier plan for 2023. We are reaffirming non-GAAP NOEPS guidance of $1.54-$1.60 in 2023, a long-term annual NOEPS growth of 6%-8% annually through 2027, and maintaining our 14%-16% FFO to debt ratio.
Before I turn the microphone over to Shawn, who will review the details of the transaction, I'd be remiss if I did not comment on the fact today's announcement is yet another marker as we establish a track record of exceptional performance and value creation. The transaction represents the turning of a new page, an exciting chapter for NiSource as we execute on our premium growth opportunities. With that, I'll hand it off to Shawn.
Thanks, Lloyd. Hey, just hitting a few points here on slide six. First, I echo your comments that we couldn't be more excited about this announcement, what it means for NiSource's ability to execute on our premium growth plan and for the start of our long-term partnership with Blackstone. Throughout the course of executing on this transaction, over the last several months, the Blackstone team has demonstrated their deep knowledge of utilities and their commitment to economic development in Indiana. As we think about this transaction, it represents a $2.4 billion equity raise to help fund both NIPSCO and NiSource's rate-based growth opportunities over the planned horizon. The majority of this comes at closing, expected by the end of 2023, in the form of a $2.15 billion cash investment for a 19.9% equity interest in NIPSCO.
The remaining $250 million comes in the form of an equity commitment letter. For Blackstone's pro rata share of funding, expected over the next few years of high CapEx deployment at NIPSCO and in support of its renewable generation build-out. Long term, Blackstone remains committed to funding its pro rata share of ongoing capital requirements to support NIPSCO. What is unique here is the equity commitment letter, which is a priority for us to identify funding for this large CapEx profile over the next few years. The transaction is tax efficient, and NiSource will retain a controlling 80.1% interest in NIPSCO, with no impact to NIPSCO employees or operations.
We take great pride in operating within the state of Indiana, and this transaction underpins our commitment to our service territory in the state as we execute on our growth plans to further develop infrastructure assets and support energy requirements across the region. Our commitment to our employees and our customers in this region is unwavering, and this investment allows us to extend the benefits of our energy systems to better support safe and reliable service while delivering the energy they expect and deserve. This financial transaction enables us to support ongoing investments in the state, and NiSource plans to thrive and grow with Indiana far into the future. From a regulatory standpoint, this transaction will require an approval by FERC. We anticipate filing with the FERC by the end of this month. Turning to the topic of valuation on slide seven, the results of this transaction speak for itself.
It is a premium valuation outcome and is by far one of the most attractive sources of financing for NiSource and NIPSCO's capital plan. The 32.5x PE multiple offers a more compelling valuation than traditional capital markets, and it's highly accretive relative to where NiSource trades today. In fact, the implied value for NIPSCO nearly equates to the total NiSource market capitalization, despite only comprising approximately 50% of the economic value of the full NiSource operating platform. This illuminates the value embedded in NiSource when considering the combined earnings power of NIPSCO and our Columbia Gas businesses, which contribute over half of its rate base and earnings. The valuation also reflects the benefits of the broader NiSource platform, specifically NiSource Central Services platform, which are NIPSCO and our Columbia Gas companies leverage to efficiently serve four million customers across six states.
This scale enables an efficient deployment of rate-based investment opportunities in which NiSource continues to invest. We have robust growth plans for both NIPSCO and Columbia Gas. We believe the full value of these businesses is not yet reflected in today's share price. We have always believed NIPSCO and our Columbia Gas companies are premium utilities. We are extremely pleased that we have found a partner in Blackstone that recognizes NIPSCO's premium valuation. Turning to slide eight, this transaction aligns with each of the objectives we set out to achieve as part of our strategic business review. Several of these components are what drives premium utility valuations in the marketplace: balance sheet strength, financial flexibility, scale and regulatory diversification, and growth through regulated infrastructure. All of these objectives are accomplished in the context of the execution of the NiSource strategy.
The critical piece this transaction delivers is strengthening the balance sheet while maintaining the scale of NiSource, which provides value to our customers and our employees. Finally, the execution of this transaction is accomplished despite an M&A and macroeconomic backdrop, which has become challenging over the last several months. We believe this speaks to the differentiated nature of NIPSCO's business, which enabled the process to remain competitive throughout and ultimately provide this value to our customers and our shareholders. We'll move next to slide nine and focus more on NIPSCO, which represents nearly half of NiSource's earnings and rate base. We are excited to highlight the reasons we think this is such a tremendous business. For that, I'd like to turn it over to NIPSCO President, Mike Hooper, to speak to our premium utility. Mike, over to you.
Thanks, Shawn. NIPSCO is a 100% regulated utility company benefiting from constructive regulatory mechanisms in Indiana and at the FERC. It is the largest vertically integrated combination utility in Indiana, with significant revenue overlap between its gas and electric customers. We're fortunate to operate in a state in which policymakers and regulators consistently support prudent investments by both the electric and natural gas provider that enhance safety, reliability, resilience, and long-term customer value. This is evident through the constructive, stakeholder-driven regulatory processes and our tracker mechanisms. At the center of these long-term investments is one of the fastest decarbonization efforts in the industry, driven by the retirement of all coal-fired generation by 2028, and the deployment of one of the lowest cost renewable energy portfolios in the utility industry.
Additionally, we are making significant investments in our gas and electric transmission and distribution systems to enhance the safety, reliability, and sustainability of our systems and support continued growth in demand for our energy products. Combined, these investments are expected to drive a top-tier rate base CAGR of 13%-14% through 2027. We transition to slide 10. We see NIPSCO's premium value proposition is underpinned by its economically robust service territory and a highly constructive regulatory environment. As we look at Indiana's economic backdrop, there has been record investment announced over the last six quarters, supported by one of the most business-friendly environments across the nation and geographic and infrastructure advantages that cannot be replicated. Specifically, in our territory, we are seeing high levels of economic development activity, both from potential new customers looking to locate in the territory and existing customers expanding their operations.
This includes commercial and industrial customers, as well as residential customers moving to the region. The state views utilities as key economic development partners and a vital part of the record growth we are enjoying, and has demonstrated strong support at all levels of government for core infrastructure investments, balanced recovery mechanisms, and an all-of-the-above strategy toward energy usage and energy sources to serve Hoosiers and Hoosier businesses. I'm now going to turn things back over to Shawn to discuss the broader NiSource platform.
Thanks, Mike. Pivoting to our Columbia Gas business on slide 11, we'd like to take a few minutes to highlight the strength of this platform as well. We view our Columbia Gas platform as a premium LDC, along the lines of Atmos and ONE Gas. We admire what our peers do to serve their customers and how they deliver on their stakeholder commitments. We also appreciate their differentiated valuations as premium LDCs. We have as much size and scale as these other premium LDC businesses, with significantly more heating degree days, ensuring the use of our systems for decades to come. The scale of the gas distribution business helps support customer value, particularly when you consider platforms like NiSource's Safety Management System, or SMS. NiSource has been at the leading edge of developing and advancing SMS across each of its operating companies, which is differentiated when compared to peers.
Meanwhile, the regional access to low-cost natural gas due to the shale basins in the Midwest provide the Columbia Gas companies significant options for energy procurement at a discount to Henry Hub pricing. All of these factors are underpinned by state-level support to continue to utilize natural gas as a safe, reliable, and necessary form of energy to support the nearly 2.5 million customers we are so fortunate to serve. Again, while we admire other LDC operations across the country, we believe the Columbia Gas platform is also a premium utility. To wrap things up on the transaction, we'll focus on our financing plan on slide 12. First and foremost, our financing plan remains unchanged from what we presented at Investor Day.
Including the value of the $2.4 billion equity raise from Blackstone, we do not expect new equity in our plan other than the maintenance equity under the ATM, starting no earlier than 2025. Zooming out, the NiSource of today and tomorrow is fundamentally different from the NiSource of the past. We have the same great underlying businesses, but a stronger balance sheet that will allow us to capitalize on future opportunities and provide an enhanced return to our shareholders. As we highlighted in November at our Investor Day, a robust capital plan of rate-based investment opportunities and efficiently translating investments into earnings is the core of our premium strategy. Minimizing financing costs, such as accomplished from this transaction, will streamline the NOEPS conversion of these investments for our shareholders.
In closing, the proceeds received from this transaction are aligned with and support our achievement of 6%-8% NOEPS growth and a 14%-16% FFO to debt for each year of our planning horizon. With that, I will turn things back over to Lloyd.
Thanks, Shawn. As we transition to slide 13, again, we are excited about this announcement and our partnership with Blackstone, who shares our deep commitment to our customers and communities in Indiana, reinforces their premium utility value proposition of both NiSource and NIPSCO, as well as enhances our ability to drive sustainable growth and create significant value for our customers and our shareholders. This transaction is also a testament to the best-in-class execution of our team, who deliver value to our customers every day. We are confident in our ability to continue executing against our strategic and financial objectives. We look forward to providing further updates on our progress. Thank you very much for your time today. This concludes our prepared remarks. Operator, please open the line for questions.
Thank you. If you have a question, please press star one on your telephone keypad. Your first question comes from the line of Shar Pourreza with Guggenheim Partners. Please go ahead.
Hey, guys. Good morning.
Good morning, Shar.
Hey, good morning.
Good morning. Lloyd, obviously, it's a very healthy transaction. It sounds like the plan is on track as we're thinking about the balance sheet and the annual EPS growth targets. Just given the deal was just announced, any sort of takes on the timing for a NIPSCO settlement approval? How do these sort of things coincide with each other, and separately, how the conversations went with the agencies? Thanks.
And that, these are two separate processes, you know, the transaction with Blackstone and the settlement. We still expect the Indiana and IURC to issue an order sometime next month in July. I'm sorry, in August. In August, with rates effective in September. Two separate processes. Shawn, you want to add to that?
I think, Shar, the latter point of your question was how does it track with the rating agencies? We've been able to discuss with the rating agencies. This is consistent with what we've modeled, despite modeling a range of outcomes, we believe this aligns consistently with what we've been talking about with the rating agencies, we expect no change as a result.
Okay, perfect. Then just with Blackstone's 19.9% stake, do you sort of envision them wanting to remain around this mix, which would, I guess, allude to further investment commitments from the partner beyond the current $250 million to maintain their position, or are they okay diluting down as NIPSCO grows?
No, I don't think that they have any intention, Shar, of diluting down, as our conversations have been highly constructive. One of the attractive elements that Blackstone brings to the equation is a deep capability to fund, quite frankly, one of our fastest, if not our fastest-growing utility, and that across the utility sector. Blackstone has shown every reason to demonstrate that they are committed to this. I think the equity commitment letter itself underpins that in the near term, but we expect them to be a long-term partner, into perpetuity in continuing to fund that 19.9% pro rata obligation well into the future.
Got it. Shawn, do you sort of envision not needing maintenance equity even before 2025 or beyond 2025, actually, just given Blackstone's ongoing commitment to maintain that mix?
Well, yeah, just to reiterate, at this point, there's no change to the financing plan we shared at our Investor Day. That includes no new equity until 2025 and no discrete equity issuances through the life of the plan, with ATM maintenance equity beginning towards the latter half of the plan horizon, no earlier than 2025. I'd note, later this year, and this is included as a footnote on our slide, later this year, we'll complete the equity units remarketing transaction we entered into in 2021, in which those proceeds will be used to redeem the preferred equity units retiring in June and in next March. But as I said, no new equity until 2025. Finally, all of our committed guidance ranges reflect the impacts of our full financing plan.
Okay, perfect. Much appreciated, guys. Thanks.
Thanks, Shar.
Thank you.
Your next question comes from the line of Richard Sunderland with JP Morgan. Please go ahead.
Hi, good morning. Can you hear me?
Good morning, Richard.
Hey, Richard.
How you doing?
Doing well. Thank you for the time today. Just following up on the earlier question over the Blackstone commitment, that $250 million in equity that's in the equity commitment letter, over what time frame do you expect them to draw that down?
Richard, we'll see how the business performs, but I'd expect it to be in, be in the next three years.
Next three years. Understood. Then, procedurally, on the FERC side, could you speak a little bit to the mechanics of their review? I guess I'm curious how this differs with it not being a change in control transaction.
Richard, it's a great question, and unfortunately, I probably am not best to speak to the FERC mechanics. I think you'd have to talk to FERC about how they go through exactly what they do. We agree with what you just said. We see limited risk associated with this particular transaction, given the non-controlling nature of the investment by Blackstone. Just as a reminder, this transaction does not burden customers, does not change the operations of the business. We think it's highly consistent with how things are configured in today's world prior to us even filing with FERC.
Understood. Very helpful. Just one final one for me. The 14%-16% FFO to debt, could you just speak to how that trends over the plan period in light of today's announcement?
Yeah, absolutely. As you'd expect, receiving $2.15 billion of proceeds at year-end this year will help bring the FFO to debt metric itself towards the higher end of that range in the first instance. Then we would expect that to moderate through the planning horizon. We like to target the midpoint of that range, right around the midpoint of that range, although we recognize that it can be calculated differently. The way we think about the business on a full consolidated basis is right towards that midpoint into the long term. To your point, likely towards the higher end and then moderating towards the midpoint over the long term.
Got it. Very helpful. Thank you again for the time today.
You bet. Thanks, Rich.
Once again, ladies and gentlemen, if you have a question, it is star one on your telephone keypad. Your final question comes from the line of Ryan Levine with Citi. Please go ahead.
Hi, everybody.
Hey, Ryan.
In terms of the $250 million commitment, at what valuation will that come in at?
Well, it Ryan, it'll come in dollar for dollar when the business needs it.
Over-
Okay. Over the next three years. It, for us, it's valued as a dollar for dollar equity. That's how we're considering it in the plan.
Okay. If there's $250 million coming in and you're looking to maintain the ownership percentage, I mean, presumably that implies another $1 billion of equity commitment during the next three years. Should we be looking that as coming from NiSource in order to maintain that ownership percentage?
Not necessarily, Ryan. The business itself will generate cash from operations, as you can imagine. Of course, at the NiSource level, NiSource benefits from the scale and diversity of all of its operating companies to support its financing. Not exactly how it could work at the parent level, but certainly as the NIPSCO business has identified the need for incremental cash flow, the commitment letter will help support how Blackstone will support its pro rata share.
Okay. Thank you for the clarification.
Absolutely. Thank you, Ryan.
As there are no further questions at this time, this will conclude the Q&A session and today's conference call. Thank you for joining us today. You may now disconnect your lines.