Texas regulators OK Sempra Energy's majority ownership of Oncor

Oncor operates the largest distribution and transmission system in Texas, delivering power to more than 3.5 million homes

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Oncor Electric Delivery Co. and Sempra Energy announced that the Public Utility Commission of Texas approved an order authorizing the joint change-in-control application filed by Oncor and Sempra Energy, representing the last regulatory approval necessary for Sempra Energy to complete its pending acquisition of Energy Future Holdings Corp., including EFH's indirect, nearly 80-percent ownership of Oncor.

"The Public Utility Commission's approval of our application is a significant milestone for both Oncor and Sempra Energy," said Debra L. Reed, chairman, president and CEO of Sempra Energy. "We are pleased the Commission has found our transaction to be in the public interest. Sempra Energy is committed to being a good partner for the state and is supportive of Oncor's mission to provide Texans with safe, reliable and affordable electric service."

"We appreciate the Commission's support throughout this long, four-year process to find a new majority owner for Oncor," said Bob Shapard, CEO of Oncor. "We believe this is an excellent outcome for our company, our customers and our employees. Sempra Energy is a well-run company, and we believe they will be a strong, stable majority owner for Oncor and an excellent partner for Texas."

On Aug. 21, 2017, Sempra Energy entered into an agreement to acquire EFH. Obtaining PUCT approval is a condition necessary to close the transaction. The completion of the transaction remains subject to certain customary closing conditions, but Sempra Energy expects that this transaction will be completed shortly.

Headquartered in Dallas, Oncor is a regulated electricity distribution and transmission. Oncor operates the largest distribution and transmission system in Texas, delivering power to more than 3.5 million homes and businesses and operating more than 134,000 miles of transmission and distribution lines in Texas.

Sempra Energy, based in San Diego, is a Fortune 500 energy services holding company with 2017 revenues of more than $11 billion. The Sempra Energy companies' 16,000 employees serve approximately 32 million consumers worldwide.

On Jan. 5, 2018, Oncor, Sempra Energy and staff of the PUCT made a joint filing with the PUCT, requesting that the agency approve the acquisition, consistent with the governance, regulatory and operating commitments in the settlement agreement.

The settling parties have agreed that the acquisition is in the public interest, meets Texas statutory standards, and provides tangible and quantifiable benefits.

On Aug. 21, 2017, Sempra Energy entered into an agreement to acquire EFH. In September 2017, the U.S. Bankruptcy Court for the District of Delaware approved EFH's entry into the merger agreement with Sempra Energy and, in October 2017, Sempra Energy and Oncor filed a joint Change-in-Control application with the PUCT.

On Oct. 16, 2017, the PUCT set a procedural schedule to complete a review of the joint application by early April 2018, with a proposed February 2018 hearing date. On Dec. 12, 2017, the Federal Energy Regulatory Commission issued an order authorizing Sempra Energy's acquisition of EFH, subject to customary conditions.

The EFH transaction closing remains subject to further approvals by the U.S. Bankruptcy Court and the PUCT, among other approvals and closing conditions.

Hunt Consolidated and utility holding firm NextEra Energy Inc. previously made serious runs at Oncor, for close to $20 billion and $18 billion, respectively. Both acquisitions were scuttled by Texas regulatory concerns.

Later, hedge fund Elliott Management and Berkshire Hathway launched their own bids at Oncor.

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