20240102Decision Memo.pdf

DECISION MEMORANDUM 1
DECISION MEMORANDUM

TO: COMMISSIONER ANDERSON
COMMISSIONER HAMMOND
COMMISSIONER LODGE
COMMISSION SECRETARY
COMMISSION STAFF
LEGAL

FROM: ADAM TRIPLETT
DEPUTY ATTORNEY GENERAL

DATE: JANUARY 2, 2024

SUBJECT: IN THE MATTER OF QUESTAR GAS COMPANY AND ENBRIDGE
QUAIL HOLDINGS’ JOINT APPLICATION FOR APPROVAL OF THE
PROPOSED SALE OF FALL WEST HOLDCO, LLC TO ENBRIDGE
QUAIL HOLDINGS, LLC; CASE NO. QST-G-23-01.

Questar Gas Company, dba Dominion Energy Utah, (“Questar”) is a public utility
distributing natural gas in Utah, Idaho, and Wyoming. Questar’s Idaho customers reside
exclusively within Franklin County. Since 1990, the Utah Public Service Commission (“UPSC”)
has regulated rates and service terms of the Idaho customers currently served by Questar.
However, the Idaho Public Utilities Commission (“IPUC”) regulates pipeline safety for
Questar’s Idaho customers.
On October 20, 2023, Questar and Enbridge Quail Holdings, LLC (“EQ Holdings”)
filed a copy of a Joint Notice and Application (“Joint Application”) currently pending before the
UPSC that seeks approval of EQ Holdings’ acquisition of Questar’s parent company, Fall West
Holdco LLC (the “Transaction”). The Joint Application outlines the multi-step corporate
reorganization process by which Questar will become a wholly-owned subsidiary of EQ
Holdings if the acquisition is approved.
In response to the October 20 filing of the Joint Application, the IPUC opened this
case to review the Transaction as it relates to Questar’s Idaho customers. Commission Staff
(“Staff”) is currently evaluating the most appropriate method for processing this case.
On December 7, 2023, Staff remotely attended a technical conference in UPSC
Docket No. 23-057-16, the proceeding reviewing the Transaction (the “UPSC Proceeding”).

DECISION MEMORANDUM 2
STAFF RECOMMENDATION
Staff believes that formally intervening and obtaining party discovery rights in the
UPSC Proceeding is the most efficient way of collecting information relevant to Staff’s review
of the Transaction. Specifically, Staff believes that participating in the discovery phase of the
UPSC Proceeding will likely obviate duplicative production requests in this case. Accordingly,
Staff recommends that the Commission intervene in the UPSC Proceeding.
COMMISSION DECISION
Does the Commission wish to direct Staff to formally intervene in UPSC Docket No.
23-057-16?

_____________________________
Attorney Adam Triplett
Deputy Attorney General

I:\Legal\GAS\QST-G-23-01\memos\QSTG2301_dec2_at.doc