Energy Future Holdings’s $18.4 Billion Sale of Oncor Electric Delivery Company to NextEra Energy

On July 29, 2016, NextEra Energy, Inc. announced a definitive agreement under which a newly formed subsidiary of NextEra Energy will acquire 100 percent of the equity of reorganized Energy Future Holdings Corp. (“EFH”) and certain of its direct and indirect subsidiaries, including EFH’s approximately 80 percent indirect interest in Oncor Electric Delivery Company, implying a total enterprise value of approximately $18.4 billion.

The definitive agreement will be filed publicly as part of the restructuring of EFH currently before the U.S. Bankruptcy Court for the District of Delaware and is part of an overall plan of reorganization that is designed to allow EFH to emerge from Chapter 11 bankruptcy. Bankruptcy court approval of EFH’s entering into the definitive agreement is required for the agreement to be binding upon EFH and Energy Future Intermediate Holding Company LLC (“EFIH”). EFIH serves as a holding company for its subsidiaries, including Oncor Electric Delivery Holdings Company LLC and its subsidiary, Oncor Electric Delivery Company LLC.

Cravath is providing advice on conflict matters to the independent manager of EFIH in connection with this pending transaction. The Cravath team is led by partners Philip A. Gelston and Andrew W. Needham.