0001209191-19-030398.txt : 20190516
0001209191-19-030398.hdr.sgml : 20190516
20190516163051
ACCESSION NUMBER: 0001209191-19-030398
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190516
FILED AS OF DATE: 20190516
DATE AS OF CHANGE: 20190516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hunt Hunter
CENTRAL INDEX KEY: 0001325466
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36822
FILM NUMBER: 19832650
MAIL ADDRESS:
STREET 1: 16000 DALLAS PARKWAY, SUITE 125
CITY: DALLAS
STATE: TX
ZIP: 75248
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: InfraREIT, Inc.
CENTRAL INDEX KEY: 0001506401
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 273797217
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1616 WOODALL RODGERS FWY
CITY: DALLAS
STATE: TX
ZIP: 75202
BUSINESS PHONE: 214 486-2000
MAIL ADDRESS:
STREET 1: 1616 WOODALL RODGERS FWY
CITY: DALLAS
STATE: TX
ZIP: 75202
FORMER COMPANY:
FORMER CONFORMED NAME: InfraREIT, L.L.C.
DATE OF NAME CHANGE: 20140716
FORMER COMPANY:
FORMER CONFORMED NAME: InfraREIT L.L.C.
DATE OF NAME CHANGE: 20140714
FORMER COMPANY:
FORMER CONFORMED NAME: ELECTRIC INFRASTRUCTURE ALLIANCE OF AMERICA, L.L.C.
DATE OF NAME CHANGE: 20101123
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-05-16
1
0001506401
InfraREIT, Inc.
HIFR
0001325466
Hunt Hunter
1900 NORTH AKARD STREET
DALLAS
TX
75201
1
0
1
0
common stock, $0.01 par value per share
2019-05-16
4
D
0
6334
21.00
D
0
I
See Footnote
common units
2019-05-16
4
D
0
15170442
21.00
D
common stock
15170442
0
I
See Footnote
Pursuant to the Agreement and Plan of Merger, dated October 18, 2018, by and among InfraREIT, Inc., a Maryland corporation ("InfraREIT"), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company ("InfraREIT Partners"), Oncor Electric Delivery Company LLC, a Delaware limited liability company ("Oncor"), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor ("Merger Sub"), and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor ("Merger Partnership"), among other things, (i) InfraREIT was merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger, and (ii) immediately thereafter, Merger Partnership was merged with and into InfraREIT Partners (the "Partnership Merger" and, together with the Company Merger, the "Mergers"), with InfraREIT Partners surviving the Partnership Merger.
In the Company Merger and the Partnership Merger, respectively, each (A) share of common stock, par value $0.01 per share, of InfraREIT issued and outstanding immediately before the effective time of the Company Merger and (B) limited partnership unit in InfraREIT Partners issued and outstanding immediately before the effective time of the Partnership Merger was converted into the right to receive $21.00 per share of common stock or partnership unit, as applicable, in cash, without interest, and subject to deduction for any required withholding tax.
Prior to the Mergers, the reported securities were owned directly by Hunt Consolidated, Inc. ("HCI") or one of its subsidiaries. The reporting person is Co-Chairman, Co-CEO and Co-President of HCI and controls HCI through one or more intermediaries. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
Represents common units of InfraREIT Partners. Prior to the Mergers, common units were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners.
Excludes 454,102 common units that, prior to the Mergers, were held by Electricity Participant Partnership, LLC, a subsidiary of HCI, as to which HCI and the reporting person have disclaimed beneficial ownership.
/s/ Gregory S. Imhoff as Attorney-In-Fact for Hunter L. Hunt
2019-05-16