Deal

NEXTERA ENERGY INC acquires Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH)

July 2016 merger ready

Snapshot

NEXTERA ENERGY INC acquired Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH) for approximately $9.496 billion of NextEra-funded consideration (primarily cash, balance in NEE stock) for the ~80.03% indirect interest; transaction enterprise value reported around $18.7 billion in July 2016. The transaction was structured as combination. Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH) is a Texas (Oncor service territory)-based Regulated electric transmission & distribution (Texas) business.

Acquirer
NEXTERA ENERGY INC
Target
Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH)
Value
approximately $9.496 billion of NextEra-funded consideration (primarily cash, balance in NEE stock) for the ~80.03% indirect interest; transaction enterprise value reported around $18.7 billion
Date
July 2016
Type
merger
Status
ready
01 Scorecard

The deal at a glance

Private-market deal
NEXTERA ENERGY INC acquires Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH)
Deal value
approximately $9.496 billion of NextEra-funded consideration (primarily cash, balance in NEE stock) for the ~80.03% indirect interest; transaction enterprise value reported around $18.7 billion
Sector
Regulated electric transmission & distribution (Texas)
Date
July 2016
VectorShift
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About this deal

NEXTERA ENERGY INC acquired Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH) for approximately $9.496 billion of NextEra-funded consideration (primarily cash, balance in NEE stock) for the ~80.03% indirect interest; transaction enterprise value reported around $18.7 billion, a transaction announced in July 2016, structured as combination. The deal was a merger.

Oncor Electric Delivery (via reorganized Energy Future Holdings / EFIH) operates in Regulated electric transmission & distribution (Texas), is based in Texas (Oncor service territory). NextEra agreed to acquire 100% of the equity of reorganized Energy Future Holdings (EFH) and Energy Future Intermediate Holding Company (EFIH) — the indirect owner of about 80.03% of Oncor Electric Delivery Company, the largest regulated electric distribution and transmission system in Texas — as part of EFH's Chapter 11 plan of reorganization. NextEra later raised its commitment to acquire additional minority Oncor interests (see Texas Transmission Holdings). The deal was ultimately rejected by the Public Utility Commission of Texas in 2017 and abandoned.

The merger agreement provides that the consideration for the transaction funded by NEE will be $9.496 billion, which will be paid primarily in cash, with the balance in shares of NEE common stock; structured to extinguish all debt residing above Oncor at EFH and EFIH and provide certainty of value for EFH's creditors.

Oncor is the largest regulated electric T&D system in Texas — a large, stable, rate-regulated asset base; acquiring it out of bankruptcy offered a path to certainty of value for creditors. Extinguishment of all debt above Oncor at EFH/EFIH; financial strength for Oncor and its customers. Oncor would have operated as a NextEra-owned regulated utility in Texas (ring-fenced per PUCT requirements).

We are pleased by today's bankruptcy court ruling and view it as an important next step in the process to acquire Oncor.
Jim Robo, Chairman and CEO, NextEra Energy
Advisors not disclosed

No advisory firms have been disclosed for this transaction.

Sources Press releaseSEC filing Last updated

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