Chadbourne Advises NextEra Energy on US$2.4 Billion Merger with Texas Transmission Holdings Co.

Pending Regulatory Approval, Transaction Will Result in NextEra Owning 100% of Oncor Electric Delivery

Chadbourne & Parke LLP advised NextEra Energy, one of the largest electric power companies in North America, and its affiliates, on the execution of a US$2.4 billion merger agreement with Texas Transmission Holdings Corp (TTHC) and a second agreement with Oncor Electric Delivery Company LLC (Oncor) and Oncor Management Investment LLC (OMI). The TTHC transaction includes TTHC's approximate 20% indirect interest in Oncor and the OMI transaction provides for the acquisition of the interests in Oncor owed indirectly by the Oncor management team through OMI. Oncor is a transmission and distribution utility company that provides power to more than 10 million consumers in northeast and west Texas.

Chadbourne previously advised NextEra on its agreement in July 2016 to acquire Energy Future Holdings (EFH) and EFH’s 80% stake in Oncor, in a deal worth US$18.7 billion. The transactions are subject to various approvals, but if the deals are approved by regulators and close, NextEra will own 100% of Oncor. Among other things, the transactions require approval from the Public Utility Commission of Texas (PUCT) and Federal Energy Regulatory Commission. NextEra Energy and Oncor filed a joint application with the PUCT seeking approval.

The Chadbourne team was led by William Greason and Charles Hord, and also included partners Howard Seife, Robin Ball, William Cavanagh, Christy Rivera and Andrew Rosenblatt, counsel Benjamin Bleiberg, and associates Eric Daucher, Ross Shepard and Carson Sieving.

In addition to the TTHC and EFH acquisitions, Chadbourne previously represented NextEra in connection with the sale of its equity interests in White Pine Hydro Investments, which indirectly owned 351 MW of hydro generation-related assets in Maine and New Hampshire.

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