Core Insights - The third-quarter 2025 investor letter from Aristotle Capital Boston, LLC indicates that U.S. small/mid-cap equities performed well, with the strategy returning 2.57% net of fees, underperforming the Russell 2500 Index's 9.00% total return [1] Company Overview - Essential Utilities, Inc. (NYSE:WTRG) is a regulated utilities operator providing water, wastewater, and natural gas services across nine states through its subsidiaries Aqua and Peoples Gas [3] - As of October 31, 2025, Essential Utilities, Inc. had a market capitalization of $10.947 billion, with its stock closing at $39.03 per share [2] Performance Metrics - Essential Utilities, Inc. reported a one-month return of -2.60% and a 52-week gain of 1.04% [2] - In Q2 2025, the company reported revenues of $514.9 million, an increase from $434.4 million in Q2 2024 [4] Investment Potential - The company is recognized as a "Dividend Aristocrat," having raised its dividend for 34 consecutive years, supported by a favorable regulatory environment in its core markets [3] - Despite its potential, the company is not among the 30 most popular stocks among hedge funds, with 34 hedge fund portfolios holding its stock at the end of Q2 2025, up from 25 in the previous quarter [4]

Core Insights - American Water Works (AWK) announced its acquisition of Essential Utilities (WTRG), marking a significant merger in the U.S. water utility sector [1]. Company Summary - American Water Works (AWK) is expanding its portfolio through the acquisition of Essential Utilities (WTRG), which is expected to enhance its market position within the water utility industry [1]. - Essential Utilities (WTRG) will be integrated into American Water Works, potentially leading to increased operational efficiencies and market reach [1].

Core Insights - Essential Utilities, Inc. is involved in a significant merger with American Water Works Company, valued at approximately $63 billion, including debt, which aims to enhance service offerings and operational efficiencies [2][5] - Northcoast Research has set a price target of $46 for Essential Utilities, indicating a potential upside of about 11.62% from its current price of $41.21 [1][5] - Legal investigations are ongoing regarding potential breaches of fiduciary duty and the fairness of the sale terms for Essential shareholders, led by Ademi Firm and Halper Sadeh LLC [3][5] Company Overview - Essential Utilities provides water and wastewater services and has a current market capitalization of approximately $11.55 billion [4] - The stock price of Essential Utilities has shown minor fluctuations, currently at $41.19, with a trading volume of 2,985,795 shares today [4] Merger Details - The merger structure involves Essential shareholders receiving 0.305 shares of American Water for each share they own, resulting in American Water shareholders controlling about 69% of the combined entity, while Essential shareholders will own approximately 31% [2]

Core Viewpoint - Monteverde & Associates PC is investigating Essential Utilities, Inc. regarding its merger with American Water Works Company, Inc., questioning the fairness of the deal where Essential shareholders will receive 0.305 shares of American Water for each share of Essential [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Investigation - The investigation focuses on the merger terms between Essential Utilities, Inc. and American Water Works Company, Inc., specifically evaluating if the exchange ratio of 0.305 shares is fair for Essential shareholders [1]. - The firm encourages shareholders with concerns to reach out for additional information at no cost [2].

Core Insights - The Ademi Firm is investigating Essential (NYSE: WTRG) for potential breaches of fiduciary duty and other legal violations related to its transaction with American Water Works Company, Inc. [1] - Essential shareholders will receive 0.305 shares of American Water for each share of Essential they own, resulting in American Water shareholders owning approximately 69% and Essential shareholders owning about 31% of the combined company on a fully diluted basis [2]. - The transaction agreement imposes significant penalties on Essential for accepting competing bids, raising concerns about the conduct of the Essential board of directors and their fiduciary duties to all shareholders [3].

Core Viewpoint - American Water Works and Essential Utilities are merging in an all-stock deal to create a public water utility valued at approximately $40 billion [1] Company Structure and Ownership - Essential shareholders will receive 0.305 shares of American Water for each share they own, resulting in American Water shareholders owning about 69% and Essential shareholders owning approximately 31% of the combined company [2] - The combined company's board will consist of 15 members, including 10 directors from American Water and 5 designated by Essential [5] Operational Impact - There will be no change in customer rates associated with the merger, and employee compensation or benefits are not expected to materially change [2][3] - The combined company plans to review strategic options for its non-water and non-wastewater businesses after the merger closes [2] Leadership and Headquarters - John Griffith will serve as president and CEO of the combined company, while Christopher Franklin will become executive vice chair for the board [4] - The headquarters will be located in Camden, NJ, with Essential's offices in Bryn Mawr and Pittsburgh maintaining a strong operational presence [6] Timeline and Market Reaction - The merger is expected to close by the end of the first quarter of 2027, pending shareholder and public utility commission approvals [6] - Following the announcement, shares of American Water Works fell by 3.5%, while Essential Utilities' stock experienced a slight decline [6]

Summary of Essential Utilities and American Water Merger Conference Call Industry and Companies Involved - **Industry**: Regulated Water and Wastewater Utilities - **Companies**: Essential Utilities (NYSE: WTRG) and American Water Core Points and Arguments 1. **Merger Announcement**: Essential Utilities and American Water announced a merger, which is expected to create a leading regulated water and wastewater utility in the U.S. [3][4] 2. **Ownership Structure**: Post-merger, American Water shareholders will own approximately 69% of the combined entity, while Essential Utilities shareholders will own about 31% [4] 3. **Leadership Structure**: John Griffith will serve as President and CEO, while Chris Franklin will be Executive Vice Chair of the Board. The Board will consist of 10 American Water Directors and 5 Essential Utilities Directors [5] 4. **Headquarters**: The combined company will be headquartered in Camden, New Jersey, with a strong operational presence in Bryn Mawr and Pittsburgh [6] 5. **Rate Base and Connections**: The combined company will have a rate base of approximately $34 billion and around 5.4 million water, wastewater, and natural gas connections across 17 states [7][12] 6. **Growth Targets**: The merger supports long-term growth targets, including EPS growth of 7% to 9% and rate base growth of 8% to 9% [11][18] 7. **Dividend Policy**: The combined company aims to maintain a dividend growth target of 7% to 9% with a payout ratio of 55% to 60% [12][18] 8. **Regulatory Approvals**: The merger requires approvals from various state regulators and shareholders, with expectations to close by the end of Q1 2027 [21][22] 9. **Strategic Review**: Post-merger, there will be a review of strategic alternatives for non-water and non-wastewater businesses, including the Peoples Natural Gas segment [6][39] 10. **Infrastructure Investment**: The combined entity plans to execute a robust five-year capital investment plan focused on infrastructure renewal, water quality, and compliance with regulations [17][18] Additional Important Information 1. **Customer Impact**: There will be no immediate changes to customer rates as a result of the merger, and the combined company aims to enhance service quality [15] 2. **Community Commitment**: The new company will continue to support philanthropic initiatives and maintain strong ties with the communities it serves [16] 3. **Market Positioning**: The merger is expected to enhance the companies' ability to tackle water and wastewater challenges while keeping customer rates affordable [22] 4. **Regulatory Environment**: The merger is seen as beneficial by regulators, with positive interactions reported during initial discussions [32] 5. **Future Growth Opportunities**: The companies believe there are significant growth opportunities in the water and wastewater sector, particularly in regionalization and environmental remediation [27][38] This summary encapsulates the key points discussed during the conference call regarding the merger between Essential Utilities and American Water, highlighting the strategic, operational, and financial implications of the transaction.

Transaction Overview - The merger is a tax-free, all-stock transaction with a fixed exchange ratio of 0.305 American Water (AWK) shares for each Essential Utilities (WTRG) share[16] - The combined company will have a market capitalization of $40 billion and an enterprise value of $63 billion[16] - AWK shareholders will own 69% and WTRG shareholders will own 31% of the combined company[16] Financial and Growth Outlook - The merger aims for a long-term EPS growth target of 7%-9% and a DPS growth target of 7%-9%[16, 26] - The combined company anticipates a rate base growth of 8%-9%, including acquisitions, with 2% customer additions from regulated acquisitions[26] - The combined company's 5-year capital investment plan is $28 billion[42] Combined Company Profile - The combined company will serve 5.4 million U S connections across 17 regulated states[29, 33] - The combined rate base for 2024A is $34 billion, expected to grow to $41 billion by 2026E[29] - American Water's existing dividend policy will be maintained[16] Strategic Benefits - The merger creates a top 10 large-cap pure-play utility with a combined equity market cap of $40 billion[25] - The merger expands the company's footprint to 17 states and 18 military installations[49] - The merger enhances financial strength with stable cash flows and a strengthened balance sheet[50]

Transaction Overview - American Water and Essential Utilities will merge in a tax-free, all-stock transaction[16] - The combined company will have a market capitalization of $40 billion and an enterprise value of $63 billion[16] - The fixed exchange ratio is 0305 American Water shares for each Essential Utilities share[16] - American Water shareholders will own 69% and Essential Utilities shareholders will own 31% of the combined company[16] - The merger is targeted to close by the end of Q1 2027[16] Financial and Growth Outlook - The merger is expected to result in EPS growth of 7%-9% and DPS growth of 7%-9%[16] - The combined company targets rate base growth of 8%-9%, including acquisitions[26] - The combined company's 5-year capital investment plan is $28 billion[42] Combined Company Profile - The combined company will serve 54 million U S connections[29] - The combined company's 2024A rate base is $34 billion, expected to reach $41 billion by 2026E[29] - The combined company will operate across 17 regulated states[29] - Pennsylvania will account for 28% of the combined company's water & wastewater total rate base[33] Strategic Benefits - The merger will create a top 10 large-cap pure-play utility[24] - The merger will solidify the company's position as a premier partner-of-choice water utility for municipal providers[25] - The merger will enhance financial strength and expand the low-risk foundation[50]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Essential Utilities, Inc. to American Water Works Company, Inc. for 0.305 shares of American Water for each share of Essential [1] Group 1: Investigation Details - The investigation focuses on whether Essential and its board violated federal securities laws and/or breached fiduciary duties to shareholders [3] - Key concerns include whether the best possible consideration was obtained for shareholders, if American Water is underpaying for Essential, and if all material information was disclosed for shareholders to assess the merger [3] Group 2: Potential Actions - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief related to the proposed transaction [4] - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [4]