Item 8.01. Other Events.
As previously disclosed, on October 18, 2018, InfraREIT, Inc., a Maryland corporation (the
Company
), and InfraREIT
Partners, LP, a Delaware limited partnership and subsidiary of the Company (the
Partnership
), entered into an Agreement and Plan of Merger with Oncor Electric Delivery Company LLC, a Delaware limited liability company
(
Oncor
), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor, pursuant to
which the Company, the Partnership and its subsidiaries will be acquired by Oncor for $21.00 per share or partnership unit, as applicable, in cash (the
Mergers
). Also on October 18, 2018, Sharyland Distribution &
Transmission Services, L.L.C., a Texas limited liability company and subsidiary of the Company (
SDTS
), entered into an Agreement and Plan of Merger with Oncor and Sharyland Utilities, L.P., a Texas limited partnership and the
Companys sole tenant (
Sharyland
), pursuant to which, among other things, SDTS and Sharyland will exchange certain of their existing transmission and distribution assets immediately prior to the consummation of the Mergers
(the
Asset Exchange
). On November 30, 2018, SDTS, Sharyland, Oncor and Sempra Energy (collectively, the
Joint Applicants
) filed a Sale-Transfer-Merger (
STM
) application with the Public
Utility Commission of Texas (
PUCT
) requesting PUCT approval of the Mergers, the Asset Exchange and certain other transactions (collectively, the
Transactions
) and matters related thereto.
On April 5, 2019, the Joint Applicants, together with most of the other parties to the STM proceeding, filed a Stipulation of Settlement
(
Settlement
) with the PUCT. The Settlement is subject to review and approval by the PUCT. A copy of the Settlement is available on the PUCTs website at http://interchange.puc.texas.gov/Documents/48929_390_1013818.PDF. The
information contained on the PUCTs website is not part of, or incorporated by reference into, this Current Report on Form
8-K
(this
Current Report
).
PUCT approval of the Transactions is the final pending regulatory approval that is required to close the Mergers and the other Transactions.
In December 2018, the Company received early termination of the
30-day
waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and in March 2019 the Transactions were
approved by the Committee on Foreign Investment in the United States and the Federal Energy Regulatory Commission. Additionally, the approval of the Companys stockholders was obtained in February 2019. The Company continues to expect the
Transactions to close by
mid-2019,
subject to obtaining the PUCT approval and satisfaction of other customary closing conditions.
Forward Looking Statements
This Current Report contains forward-looking statements within the meaning of the federal securities laws that state the Companys or
its managements intentions or expectations about future events. These statements include statements with respect to the consummation of the Transactions. Factors that could cause actual results to differ materially from those contemplated
above include, among others, the risks and uncertainties discussed from time to time in the Companys filings with the U.S. Securities and Exchange Commission, including the failure to obtain regulatory approval necessary to consummate the
Transactions or to obtain regulatory approvals on favorable terms.