Market Overview

Aqua announces pricing of common stock and tangible equity unit offerings

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Effort part of permanent financing for Peoples acquisition

Aqua America Inc. (NYSE:WTR) today announced it has priced its previously
announced
public offering of 32,495,667 shares of its common stock
at $34.62 per share and its previously announced concurrent offering of
12,000,000 of its 6.00% tangible equity units, with a stated amount of
$50. The offerings are part of securing the permanent financing to close
Aqua's pending acquisition of Peoples Natural Gas, first announced in
October 2018. The offerings are expected to close April 23, 2019,
subject to customary closing conditions.

Aqua has granted the underwriters in the common stock offering a 30-day
option to purchase up to an additional 4,874,350 shares of its common
stock. Aqua has also granted the underwriters in the tangible equity
unit offering an option to purchase, within a 13-day period beginning
on, and including, the initial issuance date for the tangible equity
units, up to an additional 1,800,000 tangible equity units, solely to
cover over-allotments, if any.

The common stock offering and the tangible equity unit offering are
separate public offerings made by means of separate prospectus
supplements and are not contingent on each other or upon the
consummation of Aqua's acquisition of Peoples Natural Gas.

Each tangible equity unit will consist of a prepaid stock purchase
contract and a senior amortizing note due April 30, 2022. Unless earlier
settled or redeemed, each stock purchase contract will automatically
settle on April 30, 2022 (subject to postponement in limited
circumstances) for between 1.1790 and 1.4442 shares of common stock per
purchase contract, subject to adjustment, based upon the applicable
market value of the common stock, as described in the final prospectus
supplement relating to the tangible equity unit offering. Each
amortizing note will have an initial principal amount of $8.62909 and
bear interest at a rate of 3.00% per year. On each January 30, April 30,
July 30 and October 30, commencing on July 30, 2019 and ending April 30,
2022, Aqua will pay equal quarterly cash installments of $0.75000 per
amortizing note (except for the July 30, 2019 installment payment, which
will be $0.80833 per amortizing note), which will constitute a payment
of interest and a partial repayment of principal, and which cash payment
in the aggregate will be equivalent to 6.00% per year with respect to
each $50 stated amount of tangible equity units. The amortizing notes
will be unsecured senior obligations of Aqua.

Aqua expects the net proceeds from the common stock offering to be
approximately $1,098.3 million (or $1,263.2 million if the underwriters
for the common stock offering exercise their option to purchase
additional shares of Aqua's common stock in full) and the net proceeds
from the tangible equity unit offering to be approximately $585.8
million (or $673.7 million if the underwriters for the tangible equity
unit offering exercise their over-allotment option in full), in each
case after deducting underwriting discounts and estimated offering
expenses. Aqua intends to use the net proceeds from these offerings,
together with the net proceeds from future debt financings, which may
include the issuance of debt securities and/or borrowings under its
bridge facility, and proceeds from a private placement of common stock,
to (1) fund the acquisition of Peoples Natural Gas, (2) complete the
redemption of approximately $314 million aggregate principal amount of
certain of Aqua's outstanding notes and (3) pay related costs and
expenses.

If for any reason the acquisition of Peoples Natural Gas is not
consummated, Aqua intends to use the net proceeds from these offerings
for general corporate purposes, which may include the redemption of
certain of Aqua's outstanding notes or other securities issued in
connection with the planned future debt financings, repurchases of
Aqua's common stock, debt repayment, capital expenditures and
investments. For example, if for any reason the acquisition of Peoples
Natural Gas is not consummated, Aqua may redeem all, but not less than
all, of the outstanding purchase contracts that are components of the
tangible equity units, in which case, Aqua would pay a redemption price
at that time in cash or shares of common stock in accordance with the
terms of the purchase contracts. If Aqua elects to redeem the purchase
contracts, it may be required by the holders thereof to repurchase the
amortizing notes at the repurchase price set forth in the amortizing
notes.

Aqua's common stock is listed on the New York Stock Exchange under the
symbol "WTR," and Aqua has applied to list the tangible equity units on
the New York Stock Exchange under the symbol "WTRU."

Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells
Fargo Securities, LLC are acting as joint book-running managers for the
common stock offering. RBC Capital Markets, LLC, Goldman Sachs & Co.
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
& Co. LLC and Wells Fargo Securities, LLC are acting as joint
book-running managers for the tangible equity unit offering.

The offerings of common stock and tangible equity units (including the
component stock purchase contracts and amortizing notes) are being made
pursuant to an effective shelf registration statement on Form S-3 filed
with the Securities and Exchange Commission.

Each offering may only be made by means of the prospectus supplement
relating to such offering and the accompanying prospectus. A preliminary
prospectus supplement related to each offering has been filed with the
SEC and is available on the SEC's website. Copies of the preliminary
prospectus supplement for each offering and the accompanying prospectus
can be obtained by contacting Goldman Sachs & Co. LLC, 200 West Street,
New York, New York 10282, Attention Prospectus Department; RBC Capital
Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York
10281-8098, Attn: Equity Syndicate.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

About Aqua America

Aqua America is the second-largest publicly traded water utility based
in the U.S., and serves more than 3 million people in Pennsylvania,
Ohio, North Carolina, Illinois, Texas, New Jersey, Indiana and Virginia.

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, among
others: the terms and timing of additional offerings or borrowings to be
made by Aqua America to fund the acquisition of Peoples Natural Gas and
the anticipated use of proceeds from these offerings. These statements
involve risks and uncertainties that could cause actual results to
differ materially, including, but not limited to, the ability to price
and to satisfy customary closing conditions with respect to the
offerings, prevailing market conditions, and the impact of general
economic, industry or political conditions in the United States or
internationally. There are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements including: general economic business
conditions; changes in regulations or regulatory treatment, including a
change in federal tax policy; availability and access to capital; the
cost of capital; disruptions in the credit markets; the ability of the
company to successfully close and integrate the acquisition of Peoples
Natural Gas; and other factors discussed in Aqua America's Annual Report
on Form 10-K, which was filed with the SEC on February 26, 2019 and Aqua
America's Current Report on Form 8-K/A, which was filed with the SEC on
April 15, 2019. For more information regarding risks and uncertainties
associated with Aqua America's business, please refer to Aqua America's
annual, quarterly and other SEC filings. Aqua America is not under any
obligation - and expressly disclaims any such obligation - to update or
alter its forward-looking statements whether as a result of new
information, future events or otherwise.

WTRF

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