U.S. Bankruptcy Court Approves Sempra Energy-Oncor Merger Agreement

Sempra Energy today announced that the U.S. Bankruptcy Court for the District of Delaware has approved the merger agreement that Energy Future Holdings Corp. (Energy Future) entered into with Sempra Energy on Aug. 21, 2017. This approval is an important step in Sempra Energy’s proposal to acquire Energy Future’s 80-percent ownership interest in Oncor Electric Delivery Company, LLC (Oncor).

“We are pleased that our plan to resolve Energy Future’s long-running bankruptcy proceeding has received approval from the Bankruptcy Court to move forward,” said Debra L. Reed, chairman, president and CEO of Sempra Energy. “The next step in the approval process is making our regulatory filing with the Public Utility Commission of Texas. Oncor is a well-managed, top-tier utility, operating in one of the strongest U.S. growth markets. We believe it will be an excellent strategic fit with our portfolio of utility and energy infrastructure businesses, while opening up a new avenue for our long-term growth.”

Oncor and Sempra Energy are expected to file a joint application with the Public Utility Commission of Texas in October for approval of the transaction.

Under the terms of the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its 80-percent ownership interest in Oncor. Sempra Energy expects its equity ownership after the transaction will be approximately 60 percent of Energy Future.

In addition to approving Energy Future’s entry into the Sempra Energy merger agreement, the U.S. Bankruptcy Court for the District of Delaware approved the debtors’ plan support agreement with Sempra Energy and certain affiliates of Elliott Capital Management, which hold a majority of the claims against the debtors. Under the plan support agreement, the debtors and Elliott have agreed to take all action that is reasonably necessary to implement the merger agreement, and Elliott has agreed to support the transaction and to vote its claims to accept the plan. In a separate order, the court also authorized the debtors to solicit votes on the plan.

The merger agreement remains subject to customary closing conditions, including further approvals by the U.S. Bankruptcy Court for the District of Delaware, the Public Utility Commission of Texas, the Federal Energy Regulatory Commission, and the U.S. Department of Justice under the Hart-Scott-Rodino Act.