SCHEDULE 13D
Explanatory Note
This Amendment No. 10 (this
Amendment
) amends and supplements the Schedule 13D (the
Schedule 13D
) jointly filed by Hunt Consolidated, Inc., a Delaware corporation (together with its subsidiaries,
Hunt Consolidated
), and
Hunter L. Hunt, a citizen of the United States and (prior to the date hereof) a member of the board of directors (the
Board
) of InfraREIT, Inc., a Maryland corporation (
InfraREIT Inc.
and, together with its
subsidiaries, the
Company
). Mr. Hunt is Co-Chairman, Co-CEO and Co-President of Hunt Consolidated and controls Hunt Consolidated through one or more intermediaries. Hunt Consolidated and Mr. Hunt are collectively referred to as
the
Reporting Persons
. This Amendment No. 10 relates to the common stock, par value $0.01 per share, of InfraREIT Inc. (
Common Stock
), including common units (
common units
and,
together with the Common Stock,
Securities
) representing limited partnership interests in InfraREIT Partners, LP, a Delaware limited partnership (the
Operating Partnership
).
The Reporting Persons are filing this Amendment No. 10 to reflect certain updates described in Item 4 below regarding the consummation of the
transactions contemplated by the InfraREIT Merger Agreement and the Asset Exchange Agreement (each as defined below). As a result of such transactions, the Reporting Persons beneficial ownership of the Securities has dropped below the 5%
Schedule 13D reporting threshold. Therefore, this Amendment constitutes the final amendment to the Reporting Persons Schedule 13D and an exit filing for the Reporting Persons terminating the Reporting Persons obligation to further amend
the Schedule 13D.
Item 2.
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Identity and Background
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Item 2 is hereby supplemented and amended as follows:
(d) and (e). During the last five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named on
Appendix A
attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
Item 4.
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Purpose of Transaction
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Item 4 is hereby supplemented and amended by replacing the final four paragraphs thereto with following:
On May 16, 2019, the transactions contemplated by the InfraREIT Merger Agreement, the Asset Exchange Agreement and the other agreements described above
were consummated. The consequences of such transactions included the following:
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Hunt Consolidated and its subsidiaries and affiliates no longer have any direct or indirect equity interest in
InfraREIT Inc. or the Operating Partnership, except that an affiliate of Hunt Consolidated continues to hold a passive indirect interest of approximately 0.2% in Oncor that it has held since 2008;
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Hunt Consolidated and its subsidiaries and affiliates no longer have any role in the management of the business
and operations of InfraREIT Inc., the Operating Partnership or SDTS;
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All of the previous agreements under which Hunt Consolidated and its subsidiaries and affiliates had any interest
or involvement in the business of InfraREIT Inc., the Operating Partnership or SDTS were terminated;
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The assets that were previously leased by SDTS to Sharyland are held by SDTS directly and are no longer subject
to the terms and restrictions contained in the previous leases between such parties so that that they can be used directly by SDTS in the conduct of electric transmission and distribution activities in the State of Texas; and
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Sharyland continues as an electric transmission utility in the State of Texas with operations that are
concentrated in South Texas, and is owned 50% by Hunt Consolidated and entities controlled by Hunter L. Hunt or other members of the family of Ray L. Hunt and 50% by Sempra Purchaser.
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In connection with seeking regulatory approvals necessary to consummate the transactions, Oncor and SU (i) waived the requirement to enter into the
Future Development Agreement at the closing of the transactions and (ii) agreed to enter into an agreement addressing only certain operation services in lieu of the Operation and Maintenance Agreement at the closing of the transactions.
As a result of the transactions described above, the Reporting Persons no longer beneficially own any Securities.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and restated in its entirety with the following:
(a), (b) As a result of the transactions described in Item 4, as of May 16, 2019, the Reporting Persons no longer beneficially own any Securities. As
such, the Reporting Persons no longer have any voting or dispositive power over any shares of Securities.
(c) Except for the transactions described in
Item 4, there were no transactions in the Securities effected by the Reporting Persons during the past 60 days.
(d) Not applicable.
(e) As a result of the transactions described in Item 4, as of May 16, 2019, the Reporting Persons ceased to be the beneficial owner of more than five
percent of the Securities.