Hunt Consolidated said in an SEC filing last week that, notwithstanding uncertainties associated with its pursuit of Oncor, Hunt Consolidated has determined, based on recent discussions with certain potential investors, that it is appropriate to commence discussions at the present time with an independent committee of directors of InfraREIT Inc. regarding a possible business combination involving Oncor and InfraREIT Inc. that may be carried out if Hunt Consolidated's pursuit of an acquisition of Oncor is successful.

InfraREIT is a real estate investment trust that owns rate-regulated electric transmission and distribution assets in the state of Texas. InfraREIT is externally managed by Hunt Utility Services, LLC, an affiliate of Hunt Consolidated, Inc. Hunt Consolidated is a shareholder of InfraREIT

Hunt Consolidated noted that it is currently in discussions with the EFH Debtors regarding certain possible transactions that would involve the direct or indirect acquisition of all or substantially all of the equity interests in Oncor.

"It is expected that any such business combination, if agreed to by the parties, would require authorization by such committee of independent directors, would likely require the approval of the stockholders of InfraREIT Inc. and would be subject to numerous conditions, including the closing of the Oncor Acquisition. Such a business combination could take the form of a merger or other transaction or series of transactions involving Oncor and InfraREIT Inc. such that the combined company and its subsidiaries would ultimately own both the existing assets of InfraREIT Inc. and all or a substantial portion of the real property transmission and distribution assets of Oncor," Hunt Consolidated said

"At the present time, Hunt Consolidated has not formulated or submitted to InfraREIT Inc. a proposal regarding a possible business combination involving InfraREIT Inc. Moreover, if any such proposal is made, Hunt Consolidated expects that significant additional diligence investigations and discussions would have to occur before any agreements could be reached with respect to a business combination involving Oncor and InfraREIT Inc. Hunt Consolidated cannot predict whether any terms and conditions that may be proposed, or the results of diligence activities, would be acceptable to Hunt Consolidated, Potential Investors, the board of directors of InfraREIT Inc. or any committee thereof, or whether InfraREIT Inc.’s board of directors or any committee thereof may elect to consider alternative transactions. In general, there can be no assurance that any transaction that may be proposed would be acceptable to the parties or that any agreement with respect to any such transaction will ever be reached," Hunt Consolidated said in an SEC filing

"At the present time, Hunt Consolidated does not expect that any business combination involving Oncor and InfraREIT Inc. would result in the termination of registration of InfraREIT Inc.’s common stock under the Securities Exchange Act of 1934, as amended, or the delisting of its common stock from the New York Stock Exchange. Moreover, Hunt Consolidated does not expect that any such business combination would be carried out in a manner that would adversely affect the ability of InfraREIT Inc. to continue to operate as a REIT. Instead, Hunt Consolidated expects that, if such a business combination were completed, InfraREIT Inc. would likely continue as a publicly traded company with a class of listed common stock that operates within a REIT structure. It is possible, however, that any such business combination, if consummated, would have one or more of the other effects described in paragraphs (a) through (j) of item 4 of Schedule 13D," Hunt Consolidated said in the SEC filing

See Hunt Consolidated's SEC filing here

See a statement from InfraREIT on the SEC filing here

Tags:
Oncor   Texas   InfraREIT   Hunt Consolidated  

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