NextEra Energy, Inc. announced that the United States Bankruptcy Court for the District of Delaware has approved Energy Future Holdings Corp. entering into the previously reported definitive agreements with NextEra Energy pursuant to which NextEra Energy will acquire 100 percent of the equity of reorganized EFH, reorganized Energy Future Intermediate Holding Company LLC ("EFIH"), Oncor Electric Delivery Holdings Company LLC ("Oncor Holdings") and certain other subsidiaries, including Oncor Holdings' approximately 80 percent ownership interest in Oncor Electric Delivery Company ("Oncor").

NextEra Energy also said that it signed a merger agreement amendment with EFH that, among other things, increased the previously announced purchase price by $300 million (to $18.7 billion, with $4.4 billion in cash).

As part of the transaction, NextEra Energy intends to fund $9.8 billion, primarily for the repayment of EFIH debt for an implied total enterprise value of $18.7 billion. Of that amount, it is expected that certain creditors will be paid primarily in cash with the remainder in NextEra Energy common stock. The number of shares issuable to such creditors and EFH creditors will be determined based on the estimated cash on hand at EFH at the closing of the transaction, the volume weighted average price of NextEra Energy common stock for a specified number of days leading up to the closing and other factors specified in the definitive agreements. NextEra Energy intends to use a combination of debt, convertible equity units and proceeds from asset sales to fund cash being provided to creditors.

In addition, NextEra Energy announced that certain funds advised by Fidelity Management and Research Company, which such funds are creditors of EFH, have entered into the amended and restated plan support agreement with EFH and NextEra Energy. The plan support agreement is one of the definitive agreements included in EFH's overall plan of reorganization.

NextEra Energy also said that it expects to file soon with Oncor a joint application with the Public Utility Commission of Texas requesting approval of the proposed transaction.

Except as set forth in the merger agreement, EFH is now prohibited from soliciting proposals from third parties. At any time prior to confirmation of the EFH plan of reorganization, which is currently anticipated to occur in December, should EFH terminate the definitive agreement because it chooses to proceed with a superior alternative transaction, EFH would be obligated to pay NextEra Energy a $275 million termination fee upon the closing of the alternative transaction.

The transaction is subject to bankruptcy court confirmation of EFH's plan of reorganization, approval by the Public Utility Commission of Texas and the Federal Energy Regulatory Commission, the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, and other customary conditions and approvals.

Tags:
Texas   M&A   Oncor   Energy Future Holdings   NextEra Energy  

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