20210914Suez Water Objection to CAIA.pdf

SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 1
Michael C. Creamer (ISB No. 4030)
Preston N. Carter (ISB No. 8462)
Givens Pursley LLP
601 W. Bannock St.
Boise, ID 83702
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]
15820224_3.doc (30-174)

Attorneys for SUEZ Water Idaho Inc.

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE JOINT
APPLICATION OF SUEZ WATER
IDAHO AND EAGLE WATER
COMPANY FOR THE ACQUISITION
OF EAGLE WATER COMPANY

Case Nos. SUZ-W-18-02/
EAG-W-18-01

SUEZ WATER IDAHO INC.’S
OBJECTIONS TO CITIZENS
ALLIED FOR INTEGRITY AND
ACCOUNTABILITY’S FIRST
PRODUCTION REQUEST TO SUEZ

SUEZ Water Idaho Inc. (“SUEZ Water Idaho” or “Company”) submits the following
objections to Citizens Allied for Integrity and Accountability’s (“CAIA”) First Production
Requests dated August 30, 2021.
BACKGROUND
Under the Commission’s rules, parties have the right to obtain discovery “of all other
parties to the proceeding.” Commission Rule of Procedure 223, IDAPA 31.01.222. The right of
discovery does not extend to persons or entities that are not parties to the proceeding.
CAIA submits its production requests to SUEZ Water Idaho, which is a party to the
proceeding. Yet its requests seek information related to a “proposed merger of Suez and Veolia”
without defining the entities involved in that merger, or the term “Suez” as used in the requests.
RECEIVED

2021 SEP 14 AM 8:00
IDAHO PUBLIC
UTILITIES COMMISSION
SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 2
SUEZ Water Idaho is an Idaho corporation and is separate and distinct from any parent
companies or affiliates. Production requests that seek information from SUEZ Water Idaho’s
parent companies or affiliates are not proper or permitted in this proceeding under Commission
rules.
SUEZ Water Idaho is not obligated to guess at what information CAIA truly seeks; CAIA
is obligated to submit precise and accurate discovery requests. However, in a spirit of good faith,
for purposes of these objections SUEZ Water Idaho will assume that CAIA’s reference to “the
proposed merger of Suez and Veolia” refers to what has been publicly described as a transaction
(“Transaction”) between Veolia Environnement SA, a French société anonyme and SUEZ SA, a
French société anonyme.
OBJECTIONS
SUEZ Water Idaho objects to CAIA’s Requests for Production as follows.
REQUEST NO. 1: Please state when the proposed merger of Suez and Veolia is
anticipated to be completed for US operations.
OBJECTION TO REQUEST NO. 1: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request calls for
speculation as to timing of an event that has not occurred; the request is vague—the request
seeks that SUEZ Water Idaho answer when the merger “is anticipated to be completed” without
specifying by whom such anticipation is or may be held; the request is vague—the request seeks
information regarding “the proposed merger of Suez and Veolia” without identifying the entities
involved in the stated merger.

SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 3
To the extent a response is required, and without waiving these objections, please refer to
the letter attached as Exhibit 1, which provides notice of the Transaction to the Idaho Public
Utilities Commission.
REQUEST NO. 2: Please produce any and all documents describing the timeline for the
proposed Suez/Veolia merger of US operations.
OBJECTION TO REQUEST NO. 2: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks
information that is privileged and confidential; the request is vague and overly broad insofar as it
requests “all documents describing the timeline” for the proposed merger.
To the extent a response is required, and without waiving these objections, please refer to
the attached letter providing notice of the Transaction to the Idaho Public Utilities Commission.
REQUEST NO. 3: Regarding the proposed Suez/Veolia merger, please state what
regulatory approvals have been obtained and from what jurisdictions and/or agencies in the
United States.
OBJECTION TO REQUEST NO. 3: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks
information that is a matter of public record.
REQUEST NO. 4: Regarding the proposed Suez/Veolia merger, please state what
regulatory approvals are still needed and from what jurisdictions and/or agencies in the United
States.
SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 4
OBJECTION TO REQUEST NO. 4: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks
information that is privileged and confidential; the request is vague insofar as it seeks a statement
as to “what regulatory approvals are still needed.”
REQUEST NO. 5: Regarding the proposed Suez/Veolia merger, please identify
unresolved issues or barriers to final approval in the agencies and jurisdictions identified in
Request No. 4.
OBJECTION TO REQUEST NO. 5: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks
information that is privileged and confidential; the request is vague insofar as it seeks
identification of “unresolved issues or barriers to final approval” of various unspecified
“agencies and jurisdictions in the United States”; the request seeks statements of opinion not
previously written or published.
REQUEST NO. 6: Regarding the proposed Suez/Veolia merger, please describe how
this merger will impact service to Suez customers in Idaho.
OBJECTION TO REQUEST NO. 6: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks
information that is privileged and confidential; the request is vague insofar as it seeks a
SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 5
prediction of “how this merger will impact service”; the request calls for a description of an
opinion; the request calls for a prediction or speculation rather than matters of fact.
To the extent a response is required, and without waiving these objections, please refer to
the attached letter providing notice of the Transaction to the Idaho Public Utilities Commission.
REQUEST NO. 7: Please produce any documents describing or directing transition
procedures for Suez operations in Idaho following the proposed merger with Veolia.
OBJECTION TO REQUEST NO. 7: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks
information that is privileged and confidential; the request is vague and overly broad insofar as it
seeks “any documents describing or directing transition procedures.”
REQUEST NO. 8: If the Suez/Veolia merger is approved, will any customer service call
centers be located in Idaho?
OBJECTION TO REQUEST NO. 8: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks a
prediction or speculation rather than a matter of fact; the request seeks a statement of opinion not
previously written or published.
To the extent a response is required, and without waiving these objections, please refer to
the attached letter providing notice of the Transaction to the Idaho Public Utilities Commission.
REQUEST NO. 9: If the proposed Suez/Veolia merger is approved, will any customer
service call centers be located in the United States?
SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 6
OBJECTION TO REQUEST NO. 9: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks a
prediction or speculation rather than a matter of fact; the request seeks a statement of opinion not
previously written or published.
To the extent a response is required, and without waiving these objections, please refer to
the attached letter providing notice of the Transaction to the Idaho Public Utilities Commission.
REQUEST NO. 10: If the proposed Suez/Veolia merger is approved, please describe
how Eagle, Idaho and Ada County customer requests for service will be dispatched and
prioritized.
OBJECTION TO REQUEST NO. 10: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
proceeding; the request is not proportional to the needs of the proceeding; the request seeks a
prediction or speculation rather than a matter of fact; the request seeks a statement of opinion not
previously written or published.
To the extent a response is required, and without waiving these objections, please refer to
the attached letter providing notice of the Transaction to the Idaho Public Utilities Commission.
REQUEST NO. 11: Please identify any anticipated changes to local management and
personnel structures following final approval [of] the Suez/Viole [sic] merger.
OBJECTION TO REQUEST NO. 11: SUEZ Water Idaho objects to this request on the
following bases: the request seeks information outside the knowledge of SUEZ Water Idaho; the
request is not reasonably calculated to lead to evidence that is admissible or relevant to this
SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 7
proceeding; the request is not proportional to the needs of the proceeding; the request seeks a
prediction or speculation rather than a matter of fact; the request seeks a statement of opinion not
previously written or published.
To the extent a response is required, please refer to the attached letter providing notice of
the Transaction to the Idaho Public Utilities Commission.
DATED: September 13th, 2021.

Michael C. Creamer
Preston N. Carter
Givens Pursley LLP
Attorneys for SUEZ Water Idaho Inc.
SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 8
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on the 13th day of September, 2021, a true and correct copy of the
foregoing document was served on the following in the manner indicated:

Jan Noriyuki
Commission Secretary
Idaho Public Utilities Commission
P.O. Box 83720
Boise, Idaho 83720-0074
IPUC

[ ] by U.S. Mail
[ ] by Personal Delivery (Original & 3 copies)
[ ] by Facsimile
[X] by E-Mail [e-mail]
[e-mail]

Dayn Hardie
Erick Shaner
Deputy Attorneys General
Idaho Public Utilities Commission
P.O. Box 83720
Boise, Idaho 83720-0074
Attorneys for IPUC

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]
[e-mail]

Marshall Thompson
SUEZ Water Idaho Inc.
8248 W. Victory Road
Boise, Idaho 83709
SUEZ Water Idaho Inc.

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]

Molly O’Leary
BizCounselor@Law, PLLC
1775 W. State St. #150
Boise, ID 83702
Counsel for Eagle Water Company

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]
Robert V. DeShazo, Jr.
Eagle Water Company, Inc.
P.O. Box 455
Eagle, ID 83616-0455
Petitioner

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]

N. L. Bangle
H2O Eagle Acquisition, LLC
188 W. State Street
Eagle, ID 83616

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]

Jason Pierce, Mayor
City of Eagle
660 E. Civil Lane
Eagle, ID 83616
Intervenor City of Eagle
[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]
[e-mail]

SUEZ’S OBJECTIONS TO CAIA’S FIRST PRODUCTION REQUEST - 9
B. Newal Squyres
Murray D. Feldman
Holland & Hart LLP
800 W. Main Street, Suite 1750
P.O. Box 2527
Boise, ID 83702-2527
Attorneys for Intervenor City of Eagle

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]
[e-mail]

Norman M. Semanko
Parsons Behle & Latimer
800 West Main Street, Suite 1300
Boise, Idaho 83702
Attorneys for Intervenor Eagle Water
Customer Group

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]
[e-mail]

Mary Grant
Scott B. Muir
Deputy City Attorney
Boise City Attorney's Office
150 N. Capitol Blvd.
P.O. Box 500
Boise, Idaho 83701-0500
Attorneys for Intervenor, City of Boise

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]
James M. Piotrowski
Marty Durand
PIOTROWSKI DURAND, PLLC
P.O. Box 2864
1020 W. Main Street, Suite 440
Boise, ID 83701
Attorneys for Intervenor Citizens Allied for
Integrity and Accountability

[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X]by E-Mail [e-mail]
[e-mail]
Brad M. Purdy
Attorney at Law
2019 N. 17th Street
Boise, ID 83702
Attorney for Community Action Partnership
Association of Idaho
[ ] by U.S. Mail
[ ] by Personal Delivery
[ ] by Facsimile
[X] by E-Mail [e-mail]

Preston N. Carter

EXH
I
B
I
T
1

EXHIBIT 1

Commissioner Paul Kjellander
Commissioner Kristine Raper
Commissioner Eric Anderson

Jan Noriyuki
Commission Secretary

Terri Carlock
Administrator, Utilities Division

Idaho Public Utilities Commission
PO Box 83720
Boise, Idaho 83720-0074
11331 W Chinden Blvd. Building 8, Suite 201-A
Boise, ID 83714

RE: Merger - Veolia and SUEZ
Dear Commissioners:
This letter is submitted jointly by Veolia Environment SA (“Veolia”), a French société anonyme
and Veolia North America, Inc. a Delaware corporation and wholly-owned subsidiary of Veolia
(“Veolia North America”), SUEZ SA, a French société anonyme (“SUEZ”), SUEZ Water
Resources LLC, a Delaware limited liability company and parent company for all regulated
entities in the United States (“SUEZ Water Resources”), and SUEZ Water Idaho Inc., an Idaho
corporation and wholly-owned subsidiary of SUEZ Water Resources (“SUEZ Water Idaho”).
In this letter we are providing a joint notice of the merger of Veolia and SUEZ through a
transaction in which Veolia will acquire a majority or all of the outstanding shares of SUEZ
through a public tender offer overseen by the French stock market regulatory authority (Autorité
des marchés financier, or “AMF”). The entities executed a Combination Agreement on May 14,
2021, which sets forth the terms and conditions of the combination of the two companies through
the acquisition of SUEZ’s shares via an improved public tender offer filed with the AMF (the
“Transaction”).
Veolia, headquartered in Paris, France, is a leading expert in water cycle management, from
producing and supplying drinking water to collecting, treating, recovering and recycling
wastewater. Through its entities and subsidiaries around the world, Veolia manages 3,362 water
production plants and manages 2,737 wastewater treatment plants. Veolia North America is a
leading provider of operations management and maintenance services for drinking water and
wastewater systems via partnerships with municipal entities.
SUEZ is also headquartered in Paris, France. Its primary business activities include: (1) water
management and technology services, including operating municipal water facilities and the
manufacturing of water treatment systems, and (2) waste management services, including
general waste management, hazardous waste treatment, and other environmental solutions for
industrial and municipal customers. Globally in 2019, SUEZ had more than 80,000 employees
worldwide and has operations in all fifty states of the United States, including Idaho. SUEZ
Water Resources is the parent company of all of SUEZ’s regulated water utilities in the United
States, including SUEZ Water Idaho.
SUEZ Water Idaho is a public utility water corporation within the meaning of Idaho public
utility statutes, and is duly organized and exists under the laws of the State of Idaho. Its principal
place of business is 8248 West Victory Road, Boise, Idaho 83709. SUEZ Water Idaho provides
water service to approximately 99,000 customers within its certificated service area in the greater
Boise metropolitan area pursuant to Certificate of Public Convenience and Necessity No. 143, as
amended.
Veolia and SUEZ have been global leaders in water resource management for over 150 years.
By combining the strengths of the two companies, Veolia seeks to cement itself as a global
leader in the water and waste management sectors to lead the market in ecological issues and
better compete in the global marketplace. By combining the expertise and commercial offerings
of both companies in water treatment and water storage, Veolia will accelerate the development
of future technological solutions, create value for all stakeholders (including employees, local
authorities, customers, and shareholders). Further, Veolia will be able to leverage the combined
experience and intellectual capability of the two companies to meet future challenges, including
increasing demand for clean water, climate change, and, as demonstrated by the past year, the
threats posed by COVID-19 and future potential widespread health crises.
The Combination Agreement provides for Veolia to increase its tender offer for SUEZ’s
outstanding shares (the “Improved Tender Offer”). Veolia and SUEZ expect the AMF to
approve the Improved Tender Offer in late July, after which holders of SUEZ shares will have an
opportunity to sell their shares to Veolia at the specified price. This opportunity is expected to
continue into November-December 2021. After the AMF reviews and makes public the results
of the Improved Tender Offer, Veolia will purchase the shares and pay the holders of those
shares, thereby consummating the Transaction. In accordance with French securities law, some
additional steps may be taken to allow Veolia to acquire up to 100% of the outstanding shares of
SUEZ. The entire Transaction is expected to be completed before the end of the year.
At the conclusion of the Transaction, Veolia will own between just over 50% and all of the
shares of SUEZ, giving it control of all SUEZ subsidiaries in the United States, including SUEZ
Water Resources and SUEZ Water Idaho. Importantly, there will not be any diminution in the
service presently provided by SUEZ Water Idaho to its customers. Moreover, there will not be
any immediate changes to SUEZ Water Idaho operations and activities as a result of the
Transaction. Over time, Veolia will assess the operations of SUEZ Water Idaho and determine
whether any of its best practices, new technologies, and other innovations should be applied or
implemented in order to improve service to customers, conserve valuable water resources, or
increase operating efficiencies. For example, for the City of Buffalo, New York, Veolia
automated the monitoring of the distribution network and treatment plant, improved customer
service and call center operations, implemented new asset management and maintenance
programs, and developed a process control management plan to schedule and track preventative
maintenance. Veolia also will call upon its worldwide team of experts to help identify, evaluate,
and ameliorate system vulnerabilities, if any, and increase the resilience of the water supply
system.
Further, the financing for the Transaction will not affect SUEZ Water Idaho water utility
customers because no Transaction costs will be allocated to the utility. Veolia also will continue
the mechanisms put in place by SUEZ to protect the regulated utilities and their customers from
any financial risks associated with the operations and activities of other affiliates and
subsidiaries.
The planned acquisition by Veolia of SUEZ does not require Commission approval under the
provisions of Idaho Code§ 61-328, or any other section of Title 61, since SUEZ is not an electric
utility, and since this Transaction involves parent companies far removed from SUEZ Water
Idaho, and which are not regulated public utilities under the Idaho public utility law, and since no
change is being sought to the Certificate of Public Convenience and Necessity for SUEZ Water
Idaho. In the past there have been at least three occasions where there have been upstream
changes in stock ownership of one or more of the parent companies of SUEZ Water Idaho,
including as recently as 2019. In each of those instances SUEZ provided the Commission with
notice of the change in stock ownership of the upstream parent company. In none of those
instances was a formal proceeding initiated before the Commission.
If you have any questions or if additional information is needed, please contact either of us.
Barker Rosholt & Simpson LLP
Local counsel for Veolia
----~----­ ,,.__,_
Preston Carter
Givens Pursley LLP
Local counsel for SUEZ Water Idaho