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American Water clears a fourth state approval for its Essential Utilities merger

American Water clears a fourth state approval for its Essential Utilities merger

Money Moves

Illinois regulators approved the all-stock deal on November 6. Settlements in Pennsylvania, North Carolina, Texas and New Jersey still need votes, with closing targeted for the first quarter of 2027.

Overview

Updated 1 hour ago

American Water agreed in October 2025 to buy Essential Utilities in an all-stock deal that would combine two of the largest private water utilities in the United States. On November 6, Illinois regulators became the fourth state commission to approve it.

The combined company would hold more than 4.7 million water and wastewater connections and 740,000 natural gas connections, and would keep the American Water name and its Camden, New Jersey headquarters. Kentucky, Ohio and Virginia have already signed off. Settlements in Pennsylvania, North Carolina, Texas and New Jersey still need commission votes, and the companies aim to close by the end of March 2027.

Why it matters

If it closes, American Water affiliates would serve nearly every regulated private water customer in Illinois, a concentration the state's consumer advocate opposed.

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Key Indicators

4
State commissions that have approved the merger
Kentucky, Ohio, Virginia and now Illinois have issued approval orders.
4.7M
Water and wastewater customer connections after the merger
The figure the companies cite for the combined business.
740,000
Natural gas customer connections after the merger
Comes from Essential Utilities' Peoples gas business.
99.99%
Share of Illinois regulated water and wastewater customers under American Water affiliates
Estimate from the Citizens Utility Board if the merger is approved.
$142M
Illinois American Water rate increase request
Pending before the same commission; a ruling is expected in December 2026.

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People Involved

Organizations Involved

Timeline

October 2025 November 2026

9 events Latest: 2 days ago
Tap a bar to jump to that date
  1. Illinois approves the merger

    Latest Regulatory

    The Illinois Commerce Commission issues the fourth state approval order.

  2. New Jersey settlement filed

    Regulatory

    American Water, Essential and New Jersey rate counsel agree to a settlement stipulation.

  3. Illinois judges recommend approval

    Regulatory

    Administrative law judges advise the Illinois Commerce Commission to approve, without a rate freeze.

  4. Antitrust waiting period expires

    Regulatory

    The federal Hart-Scott-Rodino review period ends with no challenge.

  5. Virginia approves

    Regulatory

    The Virginia State Corporation Commission issues the third approval.

  6. Ohio approves

    Regulatory

    The Public Utilities Commission of Ohio becomes the second approving state.

  7. Kentucky approves

    Regulatory

    The Kentucky Public Service Commission issues the first state approval.

  8. Shareholders approve

    Corporate

    Both companies' shareholders overwhelmingly approve the transaction earlier in the year.

  9. Merger announced

    Corporate

    American Water and Essential Utilities announce an all-stock combination under the American Water name.

Scenarios

1

Deal closes in the first quarter of 2027

Likely Resolves by Q1 2027

Discussed by: American Water and Essential Utilities, in their joint announcement of the Illinois order

The companies say closing is expected by the end of March 2027. The federal antitrust review is complete, shareholders have voted, and four state commissions have approved. What remains is a set of settlements already negotiated in Pennsylvania, North Carolina, Texas and New Jersey, each waiting on its commission's vote.

2

Closing slips past March 2027

Possible Resolves by Q1 2027

Discussed by: American Water's own closing conditions, which list remaining regulatory approvals

Four jurisdictions still have to vote, and any of them can reopen terms or set a schedule of its own. The merger agreement makes required approvals a condition of closing, so a single slow docket moves the date. The companies have not published a timetable for the remaining votes.

3

A holdout state attaches a rate freeze or acquisition cap

Possible Resolves by Q1 2027

Discussed by: Citizens Utility Board, which proposed both conditions in the Illinois proceeding

Consumer advocates pushed Illinois to condition approval on a rate freeze and a five-year moratorium on utility acquisitions. The recommended order declined both. Similar terms could still be demanded by the Pennsylvania Public Utility Commission or the New Jersey Board of Public Utilities, where settlements await votes.

4

A commission denies and the deal is abandoned

Unlikely Resolves by End of 2027

Discussed by: Citizens Utility Board, which asked Illinois regulators to reject the merger outright

The Illinois commission approved anyway, and the four remaining jurisdictions have settlements rather than contested cases. A denial would have to come from a commission rejecting terms its own staff negotiated, or from a settlement collapsing before a vote.

Historical Context

2 moments from history that rhyme with this story — and how they unfolded.

December 2015 - August 2017

Dow Chemical and DuPont merger (2015-2017)

Two US chemical companies announced an all-stock merger in December 2015, then spent 21 months clearing antitrust reviews in the United States, Europe and China. Each jurisdiction added conditions as it went.

Then

Regulators required divestitures before the deal closed on August 31, 2017.

Now

The combined company split into three separate businesses within two years, as planned from the start.

Why this matters now

Shows how a merger that clears its first few regulators can still take a year or more to close, with terms accumulating along the way.

April 2014 - March 2016

Exelon and Pepco Holdings merger (2014-2016)

Exelon agreed to buy Pepco Holdings in April 2014, a deal that required approvals from several state commissions and the District of Columbia. The DC Public Service Commission voted it down in August 2015.

Then

The DC commission reversed itself in February 2016 after Exelon offered concessions, and the deal closed that March.

Now

The episode showed how one holdout commission can extend a utility merger's timeline and rewrite its terms.

Why this matters now

The current merger's remaining approvals are settlements, not contested cases, but a single commission can still change the price of getting to closing.

Sources

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