AGREEMENT AND PLAN OF MERGER among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C., SDTS ASSETCO, L.L.C., SHARYLAND UTILITIES, L.P., SU ASSETCO, L.L.C., ONCOR ELECTRIC DELIVERY COMPANY LLC and ONCOR ASSETCO LLC Dated as of July 21, 2017Agreement and Plan of Merger • July 24th, 2017 • InfraREIT, Inc. • Real estate investment trusts • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of July 21, 2017, by and among Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (“SDTS”), Sharyland Utilities, L.P., a Texas limited partnership (“SU”), SU AssetCo, L.L.C., a Texas limited liability company (“SU AssetCo”), Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), and Oncor AssetCo LLC, a Texas limited liability company (“Oncor AssetCo”) and will be entered into, upon the formation of such entity in accordance with Section 1.01, by SDTS AssetCo, L.L.C., a Texas limited liability company that will be a wholly owned subsidiary of SDTS (“SDTS AssetCo”).
SHARYLAND UTILITIES, L.P. Dallas, Texas 75201InfraREIT, Inc. • July 24th, 2017 • Real estate investment trusts • Texas
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) which is being executed concurrently herewith by and among (i) Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (“SDTS”), (ii) Sharyland Utilities, L.P., a Texas limited partnership (“SU”), (iii) SU AssetCo, L.L.C., a Texas limited liability company (“SU AssetCo” and, together with SU, the “SU Entities”), (iv) Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”) and (v) Oncor AssetCo LLC, a Texas limited liability company (“Oncor AssetCo”). Upon its execution of a joinder to the Merger Agreement, SDTS AssetCo, L.L.C., a Texas limited liability company to be formed after the date hereof by SDTS (“SDTS AssetCo” and, together with SDTS, the “SDTS Entities”), will be joined as a party to the Merger Agreement. Upon the terms and conditions of the Merger Agreement, among other things, (a) each of SDTS AssetCo and SU AssetCo will be me
