A Houston corporate team at Kirkland & Ellis is representing Energy Future Holdings Corp. (EFH) of Dallas in its pending merger with Berkshire Hathaway Energy (BHE) in a deal that will give BHE control of Oncor Electric Delivery Co. Oncor, BHE turned to Gibson, Dunn & Crutcher on the $9 billion cash deal.
BHE, a Des Moines-based subsidiary of Warren Buffett’s Berkshire Hathaway, on Friday announced a definitive merger agreement for newly formed subsidiaries to acquire 100 percent of the equity of EFH and certain direct and indirect subsidiaries, including EFH’s 80 percent interest in Oncor, which serves about 10 million Texans.
The deal is expected to close during the fourth quarter, subject to closing conditions, including state and federal regulatory approvals, and approval from the bankruptcy court overseeing EFH’s Chapter 11 reorganization. Kirkland & Ellis represents EFH in the bankruptcy, which was filed in 2014.
An earlier proposed sale of EFH’s 80 percent ownership of Oncor to a group of investors led by Dallas businessman Ray L. Hunt did not happen. Neither did a proposal for NextEra Energy, Florida’s largest utility, to buy EFH’s interest in Oncor.
At Kirkland, Houston corporate partners Andrew Calder, John Pitts and Veronica Nunn lead the deal team for EFH, along with associates David Thompson, David Moore and Stella Tang. Others are restructuring partners James Sprayregen of Chicago and New York, Edward Sassower of New York, and Marc Kieselstein and Chad Husnick, both of Chicago, and associates Aparna Yenamandra, Rebecca Chaikin, Christopher Kochman, Patrick Venter and Daniel Rudewicz, all of New York, and Kevin McClelland of Chicago; tax partners Todd Maynes and Gregory Gallagher, both of Chicago, and Sara Zablotney of New York, and associate Anthony Sexton of Chicago; litigation partners Mark McKane of San Francisco and Bryan Stephany and Jonathan Ganter, both of Washington, D.C.; and capital markets partners Dennis Myers and Wayne Williams, both of Chicago.
Andy Wright, executive vice president, general counsel and secretary at EFH, is also working on the deal.
Gibson Dunn partner Peter Hanlon of New York leads the firm’s team for Berkshire Hathaway. The team also includes partners Alan Bannister of New York, Jeff Krause of Los Angeles, Bill Hollaway and Michael Collins, both of Washington, D.C., and David Sinak of Dallas; senior counsel Janine Durand of Washington, D.C.; and associates Andrew Kaplan and Adam Brunk, both of New York, Daniel Denny and Michael Neumeister, both of Los Angeles, and Michael Cannon of Dallas.
On the in-house side, Natalie Hocken, senior vice president and general counsel at Berkshire Hathaway Energy, is involved in the transaction, along with Robert Lasich, general counsel of Berkshire Hathaway Energy Renewables.
Cravath, Swaine & Moore represents the independent manager of Energy Future Intermediate Holding Co., which is the holding company for subsidiaries including Oncor. The Cravath team is led by M&A partner Philip Gelston and tax partner Andrew Needham, both of New York.