BBIP Acquires North American Utility

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BBIP Acquires North American Utility

BBIP Acquires North American Utility

BBIP (Balfour Beatty Infrastructure Partners LP) announced today that it has entered into a definitive agreement with Integrys Energy Group, Inc. (NYSE:TEG) to purchase 100 percent of the stock of Upper Peninsula Power Company (UPPCO).

UPPCO is a regulated electric utility business that provides distribution and power supply services to approximately 52,000 residential, commercial, and industrial customers in the Upper Peninsula of Michigan. UPPCO was formed in 1947 through the merger of three small utilities (one of which dated back to 1884) and was acquired by Integrys in 1998.

BBIP completed its first investment in March 2013, acquiring a number of operational UK solar projects. As of December 2013, BBIP has total commitments of $469 million. This investment in UPPCO enhances its portfolio in the targeted utilities sector.

Commenting today for BBIP, Managing Partner Rob Gregor said: “The acquisition of UPPCO is a landmark transaction for BBIP. It fits well with our strategy of making long-term investments in high quality, core infrastructure assets in the utility, energy, and transport sectors. For UPPCO, its customers, and stakeholders, it will be business as usual. We will maintain the company’s Michigan headquarters and, as long term investors, we are committed to maintaining safe and reliable customer service, and investing in the company and the communities UPPCO serves.”

BBIP's strategy is to invest in the key sectors of energy, transportation, and utility assets across the UK, Europe, and North America. Investments of this kind offer an opportunity to leverage the expertise of BBIP’s sponsor, Balfour Beatty plc (Balfour Beatty), which includes Balfour Beatty Utility Solutions, a company specializing in utility engineering, construction, refurbishment, and maintenance; and Parsons Brinckerhoff, a leading planning, engineering, and program and construction management firm which maintains two offices in Michigan. BBIP approached Integrys on a bilateral basis regarding the sale of UPPCO in early 2013, and this acquisition reinforces BBIP’s strategy of seeking out negotiated transactions.

Jeff Neil, who heads the North American unit for BBIP, added: “We are excited by this important acquisition and committed to providing UPPCO with the capital necessary to maintain and improve its existing delivery infrastructure. Through our affiliation with Balfour Beatty plc, we bring more than 100 years of experience in the electric utility sector. In addition, Balfour Beatty plc entities have a strong presence in Michigan, with close to 100 employees in the state and offices in Detroit and Lansing.”

Under the terms of the agreement, the purchase price is approximately $298.8 million (subject to post-closing adjustments, which will include changes to working capital and reimbursement for 2014 capital expenditures made by Integrys prior to the close) for UPPCO’s electricity distribution operations, excluding its American Transmission Company holdings. To help ensure a smooth and seamless transition, Integrys will provide certain services to BBIP under a transition services agreement. The transaction requires state and federal regulatory approvals, as well as certain other customary conditions and approvals, and is expected to close once these conditions are met.

Rothschild Inc. serves as BBIP’s financial advisor for this transaction, and Baker & McKenzie LLP serves as its legal advisor. The Bank of Nova Scotia and RBC Capital Markets are jointly providing structuring and placement advice together with financing for the transaction.

Media enquiries
Judy Cooper
Director of Corporate Communications
Tel (212) 465-5332 judith.cooper@bbip.com

Notes to editors:
About BBIP
BBIP is an infrastructure equity investment fund with offices in London and New York focusing on investments in utilities, energy and transport infrastructure in the United States, Canada and Europe. BBIP’s total commitments as of December 2013 were $469 million from investors, including pension funds and life insurance companies from the United States, Germany, Switzerland, and the UK. For more information on BBIP please visit www.bbip.com.

BBIP is sponsored by Balfour Beatty plc (Balfour Beatty), a global infrastructure group with capabilities in professional services, construction services, support services and infrastructure investments. Balfour Beatty plc has significant experience in the electric utility sector and employs approximately 40,000 people worldwide. More information is available at www.balfourbeatty.com.

About Integrys Energy Group, Inc.
Integrys Energy Group is a diversified energy holding company with regulated natural gas and electric utility operations (serving customers in Illinois, Michigan, Minnesota, and Wisconsin), an approximate 34% equity ownership interest in American Transmission Company (a federally regulated electric transmission company operating in Wisconsin, Michigan, Minnesota and Illinois), and non-regulated energy operations. More information is available at www.integrysgroup.com.

For Integrys Energy Group general information, contact:
Integrys Media Hotline
(800) 977-2250

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You can identify these statements by the fact that they do not relate strictly to historical or current facts and often include words such as "anticipate," "expect," "intend," and other similar words.

Forward-looking statements are beyond the ability of Integrys Energy Group or BBIP (together, The Parties) to control and, in many cases, The Parties cannot predict what factors would cause actual results to differ materially from those indicated by forward-looking statements. Please see Integrys Energy Group's periodic reports filed with the Securities and Exchange Commission (including its 10-K and 10-Qs) for a listing of certain factors that could cause actual results to differ materially from those contained in forward-looking statements.