Just weeks after advising Dallas-based Energy Future Holdings Corp. in a deal in which it was to be acquired by Berkshire Hathaway Energy for $9.0 billion, Kirkland & Ellis is again representing EFH—except this time in a deal in which the company will be acquired for $9.45 billion by Sempra Energy. Sempra, based in San Diego, is using a team from White & Case.
On Aug. 20, Sempra announced that it will pay $9.45 billion in cash to acquire EFT, the indirect owner of 80 percent of Oncor Electric Delivery Co., which operates the largest electric transmission and distribution system in Texas. On Aug. 21, Berkshire Hathaway Energy, a Des Moines subsidiary of Warren Buffett’s Berkshire Hathaway, announced that EFH terminated its acquisition agreement, which had been announced July 7.
Sempra’s acquisition is expected to close during the first half of 2018. It is subject to customary closing conditions, including approval from the Public Utility Commission of Texas, and from the bankruptcy court overseeing EFH’s Chapter 11 reorganization. Kirkland represents EFH in the bankruptcy.
Sempra’s agreement to purchase EFH is the fourth since the company filed for bankruptcy 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 in 2016 for NextEra Energy, Florida’s largest utility, to buy EFH.
Sempra announced that once the transaction is completed, Allen Nye, Oncor’s senior vice president, general counsel and secretary, will become Oncor’s chief executive officer.
The Kirkland lawyers for EFH include corporate partners Andrew Calder and John Pitts, both of Houston, and Veronica Nunn of Houston and Washington, D.C, and Houston associates David Thompson and David Moore; 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 and Michael Esser, both of San Francisco, and Bryan Stephany and Jonathan Ganter, both of Washington, D.C.; capital markets partners Dennis Myers and Wayne Williams, both of Chicago; and debt finance partners Michelle Kilkenney and Thomas Dobleman, both of Chicago.
Martha Wyrsch, executive vice president and general counsel of Sempra Energy, turned to the White & Case team that includes M&A partners Gregory Pryor and Michael Deyong, both of New York; financial restructuring and insolvency partners Tom Lauria of New York and Miami and Matt Brown of Miami; financial restructuring and insolvency litigation partner Chris Shore of New York; tax partner David Dreier of New York; and energy regulatory partner Daniel Hagan of Washington, D.C.