Kirkland, Baker Botts, V&E and Slew of Firms Involved in $19 billion Oncor Sale

© 2015 The Texas Lawbook.

By Mark Curriden

(Aug. 11) – Energy Future Holdings’ sale of Oncor, its power transmission business, to a consortium of New York-based hedge funds and Hunt Consolidated is the biggest and most complex corporate transaction in Texas in 2015.

EFH’s decision to sell to Oncor is viewed as a huge step in the Dallas-based company proceeding forward in bankruptcy.

The hedge funds, led by Anchorage Capital Group and Arrowgrass Partners, are paying $12 billion. Hunt is paying an estimated $7 billion. The pure size of the acquiring consortium added complexity to the transaction.

The negotiations have been underway between the groups for more than six months, but really came together during the past six weeks.

Lawyers and investment bankers involved in the transaction say that EFH General Counsel Stacey Doré and EFH Deputy GC Andy Wright led the transaction, along with Kirkland & Ellis partners Andrew Calder and Amber Meek in Houston.

Hunt is advised by Baker Botts partner Geoffrey Newton, who is a corporate M&A partner in the firm’s Dallas office.

Other Baker Botts partners involved in the deal from the Dallas office are Lucky McDowell, William Howell, Preston Burnhisel, Steve Marcus, Eric Winwood, and Alison Boren. Baker Botts associates Tara Lancaster, Bryan Henderson, Krysta Edwards and Meggie Gilstrap were also involved.

“Baker Botts is delighted to have the opportunity to work with Hunt in forming an equity consortium and negotiating these transactions with EFH, which should expedite EFH’s exit from bankruptcy and ensure that Oncor has a strong Texas-based management team and is positioned to continue to meet the needs of its customers and the communities it serves,” Newton said in a written statement.

Vinson & Elkins also represents some of the buyers, including Avenue Capital Group and the Teacher Retirement System of Texas.

The V&E corporate team is led by partners Trina Chandler and Caroline Blitzer Phillips, with assistance from senior associate Daniel Elizondo. Associates Matthew Greenberg, Elizabeth Bellows, Megan Stephens and Connor Long also are involved. Other V&E partners advising on the transaction are Paul Heath (bankruptcy), David Peck (tax law) and associates Lina Dimachkieh and Alex Farr. On the regulatory side, V&E partners Barry Smitherman and Mike Tomsu are playing a significant role. Other V&E lawyers advising are partner Karen Smith, associate Elaine Lo, counsel Pam Stabler, associate Stephen Jacobson, partner Sean Becker, partner Sue Snyder and associates Taylor Holcomb and Jennifer Cornejo; and partner Devika Kornbacher.

Other law firms involved in the transaction are Akin Gump, Sutherland, Asbill & Brennan, Milbank Tweed and White & Case.

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