Item 8.01. Other Events.
On October 18, 2018, InfraREIT, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the signing of definitive agreements pursuant to which the Company and its subsidiaries (collectively, “InfraREIT”) will be acquired by Oncor Electric Delivery Company LLC (“Oncor”).
The acquisition by Oncor will occur through the merger of the Company with and into a newly formed wholly owned subsidiary of Oncor, followed by the merger of another newly formed wholly owned subsidiary of Oncor with and into InfraREIT Partners, LP (the “Partnership”), which is a subsidiary of the Company (collectively, the “Mergers”). The Company’s stockholders and the Partnership’s limited partners will receive $21.00 in cash per share of common stock or limited partnership unit, as applicable.
As a condition to the Mergers, the Company’s subsidiary, Sharyland Distribution & Transmission Services, L.L.C. (“SDTS”), and SDTS’s tenant, Sharyland Utilities, L.P. (“Sharyland”), will complete an asset exchange immediately prior to the closing of Mergers, pursuant to which SDTS will exchange its South Texas assets for certain assets owned by Sharyland (the “Asset Exchange” and, together with the Mergers, the “Transactions”).
A copy of the Press Release is filed as Exhibit 99.1 to this Current Report and will be available under the “Investor Relations” section on the Company website at www.InfraREITInc.com. Additionally, certain supplemental materials will also be available on the Company’s website.
Forward Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws. These statements give the current expectations of the Company’s management. Words such as “could,” “will,” “may,” “assume,” “forecast,” “strategy,” “guidance,” “outlook,” “target,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” or “project” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this report include the Company’s expectations regarding the consummation of the Transactions.
Forward-looking statements can be affected by assumptions used or known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed and actual results may differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, among other things, (a) the risk and uncertainties disclosed in the Company’s annual report onForm 10-K and the Company’s quarterly reports onForm 10-Q filed with the SEC from time to time and (b) the following risks inherent in the Transactions (in addition to others described elsewhere in this document and in the subsequent filings with the Securities and Exchange Commission (“SEC”)): (A) failure to obtain the approval of the Company’s stockholders; (B) failure to obtain regulatory approval necessary to consummate the Transactions or to obtain regulatory approvals on favorable terms and (C) delays in consummating the Transactions or the failure to consummate the Transactions.
