DALLAS, May 24, 2018 /PRNewswire/ -- InfraREIT, Inc. (NYSE: HIFR) ("InfraREIT" or the "Company") today announced that its stockholder, Hunt Consolidated, Inc. ("Hunt"), filed an amendment to its Schedule 13D (the "13D Amendment") with the U.S. Securities and Exchange Commission. The 13D Amendment updated Hunt's prior disclosure related to its ongoing evaluation of various alternative arrangements to the existing business structures in place among InfraREIT, Sharyland Utilities, L.P. ("Sharyland") and other Hunt affiliates.
In January 2018, Hunt stated its intent to focus on evaluating and developing a "going private" transaction with respect to InfraREIT. Hunt also stated that any "going private" transaction would result in Hunt maintaining a substantial equity stake in, and a substantial degree of influence over the business and affairs of, the Company. According to the 13D Amendment, at the present time Hunt does not believe that a Hunt-led "going private" transaction is likely to be viable, although it may elect to continue to consider and pursue such a transaction in the future.
As described in the 13D Amendment, in the course of Hunt's discussions with various parties about participating in a "going private" transaction, certain parties expressed interest in a possible direct acquisition of InfraREIT as an alternative to a "going private" transaction. Hunt further disclosed that it is engaged in discussions with potential third-party acquirers regarding certain transactions and arrangements involving Hunt and its subsidiaries and affiliates, including Sharyland, that would be implemented in connection with an acquisition of the Company by a third party ("Third-Party Acquisition"), including the possible termination of certain agreements between Hunt and InfraREIT. Hunt also stated that it currently expects that at least one potential third-party acquirer will make an offer to InfraREIT with respect to a Third-Party Acquisition. InfraREIT has not been a party to Hunt's negotiations with third parties.
No assurances can be given that InfraREIT will agree to a transaction proposed as a result of the efforts described in Hunt's 13D Amendment. The Board of Directors and the Conflicts Committee intend to carefully consider any proposal that may be submitted to the Company in conjunction with these efforts. The Board of Directors and the Conflicts Committee are committed to advancing the interests of the Company and all of its stockholders.
About InfraREIT, Inc.
InfraREIT is a real estate investment trust that is engaged in owning and leasing rate-regulated electric transmission assets in the state of Texas. The Company is externally managed by Hunt Utility Services, LLC, an affiliate of Hunt Consolidated, Inc. (a diversified holding company based in Dallas, Texas and managed by the Ray L. Hunt family). The Company's shares are traded on the New York Stock Exchange under the symbol "HIFR". Additional information on InfraREIT is available at www.InfraREITInc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. These statements give the current expectations of the Company's management. Words such as "could," "will," "may," "assume," "forecast," "strategy," "guidance," "outlook," "target," "expect," "intend," "plan," "estimate," "anticipate," "believe" or "project" and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include the Company's expectations regarding the efforts described in Hunt's 13D, including any Third-Party Acquisition. Forward-looking statements can be affected by assumptions used or known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed and actual results may differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, among others, a determination by Hunt or potential third-party acquirers not to engage in or continue discussions with respect to a transaction with the Company and events or developments that would prevent or restrict the successful negotiation of the nature of or terms applicable to a possible transaction involving the Company.
Any forward-looking statement made by the Company in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to update or revise this press release to reflect subsequent events, new information or future circumstances, except as required by law.
For additional information, contact:
Brook Wootton
Vice President, Investor Relations
InfraREIT, Inc.
214-855-6748
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SOURCE InfraREIT, Inc.
