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, 2017Merger Agreement • 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 75201Letter Agreement • July 24th, 2017 • InfraREIT, Inc. • 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
