Oncor Electric Delivery Company LLCs’ $1.275 Billion Acquisition of InfraREIT, Inc.

Vinson & Elkins advised Oncor Electric Delivery Company LLC (Oncor) on the deal

InfraREIT, Inc. (NYSE: HIFR) has entered into a definitive agreement to be acquired by Oncor Electric Delivery Company LLC for $21.00 per share in cash, valued at approximately $1.275 billion, plus the assumption of approximately $940 million of InfraREIT’s net debt, as of June 30, 2018.

As a condition to Oncor’s acquisition of InfraREIT, InfraREIT’s subsidiary, Sharyland Distribution & Transmission Services, L.L.C. (“SDTS”), and Oncor also signed a definitive agreement with SDTS’s tenant, Sharyland Utilities, L.P. (“Sharyland”) to exchange, immediately prior to Oncor’s acquisition, SDTS’s South Texas assets for Sharyland’s Golden Spread Electric Cooperative interconnection (“Golden Spread Project”) located in the Texas Panhandle, along with certain development projects in the Texas Panhandle and South Plains regions, including the Lubbock Power & Light interconnection (“LP&L Project”).

Under the terms of the agreement with Oncor, InfraREIT’s stockholders will receive $21.00 per share in cash upon the closing of the transaction. The $21.00 per share price represents an 18 percent premium to InfraREIT’s unaffected share price of $17.79 on January 12, 2018, the last trading day prior to the time Hunt Consolidated, Inc. (“Hunt”) filed an amendment to its Schedule 13D with the United States Securities and Exchange Commission (“SEC”) regarding its consideration of alternative arrangements between Hunt and the Company.

InfraREIT expects to continue paying regular quarterly dividends of $0.25 per share through the closing of the transaction, including a pro-rated dividend for any partial quarter prior to the closing.

Vinson & Elkins advised Oncor Electric Delivery Company LLC with a team including partners Chris Rowley (Picture) and Alan Bogdanow, with associates Robert Stelton-Swan and Abby Branigan. Also advising were partner Jo Ann Biggs and counsel Jaren Taylor; partners Jim Meyer and Chris Mangin and associate Paige Anderson; partner Chris Dawe; partner David D’Alessandro and associate Steven Oyler; senior associate Christie Alcalá; associate Julie Monier; partner Daniel LeBey; partner Billy Vigdor; partner Peter Mims; and partner Larry Nettles and senior associate Taylor Holcomb.

 

Involved fees earner: Chris Rowley – Vinson & Elkins LLP; Alan Bogdanow – Vinson & Elkins LLP; Robert Stelton-Swan – Vinson & Elkins LLP; Abby Branigan – Vinson & Elkins LLP; Jo Ann Biggs – Vinson & Elkins LLP; Jaren Taylor – Vinson & Elkins LLP; James Meyer – Vinson & Elkins LLP; Christopher Mangin Jr. – Vinson & Elkins LLP; Paige Anderson – Vinson & Elkins LLP; Christopher Dawe – Vinson & Elkins LLP; David D’Alessandro – Vinson & Elkins LLP; Steven Oyler – Vinson & Elkins LLP; Christie Alcalá – Vinson & Elkins LLP; Julie de Neufville Monier – Vinson & Elkins LLP; Daniel LeBey – Vinson & Elkins LLP; William Vigdor – Vinson & Elkins LLP; Peter Mims – Vinson & Elkins LLP; Larry Nettles – Vinson & Elkins LLP; Taylor Holcomb – Vinson & Elkins LLP;

Law Firms: Vinson & Elkins LLP;

Clients: Oncor Electric Delivery Company LLC;