Kirkland & Ellis LLP advised Energy Future Holdings Corp. (EFH) on its agreement with Sempra Energy (NYSE: SRE) for a newly formed subsidiary of Sempra to acquire via merger 100 percent of the equity of EFH and certain of its direct and indirect subsidiaries, including EFH’s approximately 80 percent indirect interest in Oncor Electric Delivery Company, LLC (operator of the largest electric transmission and distribution system in Texas). Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire EFH and its ownership in Oncor, while taking a major step forward in resolving EFH’s long-running bankruptcy case. The merger agreement will be filed publicly as part of the restructuring of EFH currently before the U.S. Bankruptcy Court for the District of Delaware. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor’s debt. The full release is available here.
The Kirkland team that led this deal includes corporate partners Andrew Calder, John Pitts and Veronica Nunn and associates David Thompson and David Moore; restructuring partners James Sprayregen, Edward Sassower, Marc Kieselstein and Chad Husnick and associates Aparna Yenamandra, Rebecca Chaikin, Kevin McClelland, Christopher Kochman, Patrick Venter and Daniel Rudewicz; tax partners Todd Maynes, Gregory Gallagher and Sara Zablotney and associate Anthony Sexton; litigation partners Mark McKane, Bryan Stephany, Jonathan Ganter and Michael Esser; capital markets partners Dennis Myers and Wayne Williams; and debt finance partners Michelle Kilkenney and Thomas Dobleman.