In a matter that was recently named 2018 M&A Deal of the Year by The Deal, Sidley represented Morgan Stanley, RBC Capital Markets and the other underwriters in connection with a $9.6 billion acquisition financing by Sempra Energy, an energy services holding company based in San Diego that operates energy infrastructure and provides gas and electricity transmission and distribution services. The offerings consisted of a $2.9 billion common stock offering (of which $2.5 billion was sold in connection with forward sale agreements) and a concurrent $1.7 billion mandatory convertible preferred stock offering, followed immediately by a $5.0 billion debt offering consisting of seven tranches of floating and fixed rate notes. Sempra Energy plans to use the proceeds to finance its $9.45 billion acquisition of Oncor Electric Delivery Company, an electricity transmission and distribution company located in Texas, and to pay related transaction expenses.
The common stock and mandatory convertible preferred stock offerings set a number of records, including largest power and utility equity acquisition financing, largest base forward sale transaction and fifth largest equity acquisition financing in U.S. capital markets history.
The Sidley team was led by Eric Haueter (capital markets) and included partners Rob Mandell (convertible securities), Prabhat Mehta (equity derivatives), Nick Brown (tax), Alex Rovira (bankruptcy) and Ken Irvin (energy regulatory), counsel Brad Fenner (capital markets), and associates Irina Luzanovskaya, Stefan Giudici and Nicole Garrett (capital markets) and Lena Qiu (tax). Sidley has acted as designated underwriters’ counsel for Sempra Energy for over 15 years.