Buffett's Berkshire Nears a Deal to Buy Oncor--3rd Update

By Dana Mattioli, Nicole Friedman and Peg Brickley Features Dow Jones Newswires

Berkshire Hathaway Inc.'s energy business is nearing a deal to buy Oncor, one of the country's largest electricity-transmission businesses, according to people familiar with the matter.

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A deal by Warren Buffett's Berkshire Hathaway Energy Co. to take over Oncor could be announced as soon as Thursday, the people said.

The deal's exact financial terms couldn't be learned, but one of the people said it was worth more than $17.5 billion. Should the deal close at that price, it would be Mr. Buffett's third-biggest acquisition ever and his biggest buy since the $32 billion purchase of Precision Castparts Corp. in 2016.

Berkshire Hathaway had $96.5 billion in cash as of March 31, and Mr. Buffett told shareholders in May that he is eager to find places to spend it.

The deal for Oncor would mesh well with his energy ambitions. Berkshire Hathaway Energy, formerly known as MidAmerican Energy, is 90% owned by Berkshire and contributed about 9.5% of the company's $24.07 billion of net earnings in 2016. The energy unit provides electricity to customers in 18 western and Midwestern states as well as in the U.K. and Canada, according to its website. It also owns large renewable generation assets, natural-gas pipelines and HomeServices of America, a real-estate brokerage firm.

Oncor is an electricity mover, transmitting power over 121,000 miles of lines across the largest electrical-distribution network in Texas, according to the company. Oncor employs more than 3,000 workers.

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NextEra's deal for Oncor, widely regarded as Energy Future's crown jewel, stalled as regulators in Texas rejected the agreement, saying it wasn't in the public interest. NextEra had been pursuing Oncor since 2014, seeking to add the stable, cash-producing company to its collection of energy businesses. Berkshire's deal for Oncor has a total value below the $18.4 billion that NextEra agreed to pay for Oncor, according to a person familiar with the matter.

A deal for Oncor would be the next step in one of the largest bankruptcy proceedings on record: Energy Future's $42 billion bankruptcy filed in 2014. A decade ago, KKR & Co., TPG and Goldman Sachs Group's private-equity arm led a $32 billion takeover of Energy Future, the Texas utility formerly known as TXU Corp., in what was the largest leveraged buyout in history at the time. The buyers were betting that natural-gas prices would rise as U.S. reserves shrank. Instead, prices tumbled amid a boom in shale-gas production.

The drop in natural gas caused electricity prices to fall in Texas, resulting in billions of dollars of losses for Energy Future. The Dallas-based company collapsed into bankruptcy in the spring of 2014 under the weight of more than $40 billion in debt.

Oncor, a regulated business, was part of the 2007 buyout but was left out of the bankruptcy case. Texas regulators, worried about what would become of part of Texas' electricity backbone in the hands of private-equity owners, had insisted on ringfencing provisions that shielded Oncor from the financial trouble that was to push its majority owner, Energy Future, into chapter 11.

During the contentious chapter 11 proceeding, the initial bankruptcy deal fell apart, and creditors and outside suitors including Hunt Consolidated Inc. of Texas and Florida's NextEra began sparring for the right to bid on Oncor. Berkshire Hathaway was also a contender, but Energy Future chose first an investment consortium led by Hunt and then a proposal from NextEra as the deal to chase. Texas regulators stymied both deals, leaving Energy Future stuck in bankruptcy.

A source familiar with the regulatory process predicted Berkshire Hathaway, with its light management touch on portfolio companies, will fare better than either the Hunt-led buyout deal or NextEra when the Oncor takeover comes up for regulatory review. The Hunt-led deal included too much financial engineering to suit Texas regulators, while NextEra was rejected for insisting on overriding much of the corporate ringfencing that protected Oncor.

Terry Hadley, spokesman for the Public Utility Commission of Texas, which was instrumental in blocking the two prior deals for Oncor, declined to comment.

Berkshire is familiar with Energy Future, having spent $2.1 billion in 2007 on high-yielding Energy Future Holdings Bonds. Berkshire sold the bonds in 2012 and lost $873 million pretax on the investment, Mr. Buffett said in his 2013 letter to shareholders.

"Most of you have never heard of Energy Future Holdings. Consider yourselves lucky; I certainly wish I hadn't," Mr. Buffett wrote in the letter.

More recently, Mr. Buffett has joined forces with Brazilian private-equity firm 3G Capital Partners L.P. to help create a global food empire, merging Kraft and Heinz and attempting to buy consumer goods giant Unilever PLC. Last month, Berkshire made two smaller investments, rescuing struggling Canadian mortgage lender Home Capital Group Inc. and buying a stake in real-estate investment trust Store Capital Corp.

Berkshire Hathaway Energy's chief executive, Greg Abel, is considered to be a leading candidate to succeed Mr. Buffett as chief executive of the parent company.

Write to Dana Mattioli at dana.mattioli@wsj.com, Nicole Friedman at nicole.friedman@wsj.com and Peg Brickley at peg.brickley@wsj.com

Warren Buffett's Berkshire Hathaway Inc. is nearing a deal to buy one of the country's biggest power-transmission companies, which would cement electricity as one of the conglomerate's largest businesses, people familiar with the matter said.

The deal to buy Texas-based Oncor would be worth more than $17.5 billion, one of the people said, a price that would make it Berkshire's third-biggest acquisition ever and its biggest since the $32 billion purchase of Precision Castparts Corp. in 2016.

As part of Berkshire, Oncor would expand the portfolio of Greg Abel, the 55-year-old chief executive of Berkshire Hathaway Energy. Mr. Abel is considered a leading candidate to succeed Mr. Buffett as CEO of Berkshire.

Oncor is owned by Energy Future Holdings Corp., formerly TXU, which was the subject of the biggest leveraged buyout on record in 2007. Laden with debt, Energy Future filed for bankruptcy protection in 2014.

Oncor would mesh well with Mr. Buffett's energy ambitions. Berkshire Hathaway Energy, formerly known as MidAmerican Energy Holdings Co., contributed about 9.5% of Berkshire Hathaway's earnings of $24.07 billion last year. Berkshire Hathaway Energy said it is the second-biggest utility in the U.S. by 2016 net income, serving customers in 18 western and Midwestern states as well as in the U.K. and Canada.

Mr. Buffett has lauded his utilities businesses as investments that require routine reinvestment but also generate consistent returns. In addition to utilities, Berkshire's businesses include insurers and a railroad, and it also makes large stock investments.

Utilities are also considered safe investments by ratings firms, helping support Berkshire's overall credit rating. And the energy unit receives tax credits for its investments in renewable energy that it can apply to the conglomerate's massive balance sheet.

"We will continue to buy and build utility operations throughout the world for decades to come," Mr. Buffett wrote in his 2014 letter to shareholders.

Oncor is an electricity mover, transmitting power over 121,000 miles of lines across the largest electrical-distribution network in Texas, according to the company.

Oncor's disposal is the next step in Energy Future's three-plus-year bankruptcy proceeding, one of the largest on record. KKR & Co., TPG and Goldman Sachs Group Inc.'s private-equity arm led the $32 billion takeover of TXU, which became Energy Future. When the deal was announced in 2007, the buyers were betting that natural-gas prices would rise, but they tumbled instead amid a boom in shale-gas production.

The drop in natural gas caused electricity prices to fall in Texas, resulting in billions of dollars of losses for Energy Future after it took on massive debt in the buyout.

Texas regulators, worried about what would become of part of the state's electricity backbone in the hands of private-equity owners, had insisted on shielding Oncor from the financial trouble that was to push Energy Future into chapter 11 bankruptcy protection.

Mr. Buffett has dealt with Energy Future before, but his past experience with the company wasn't a success. Berkshire spent $2.1 billion in 2007 on high-yielding Energy Future Holdings bonds. It sold the bonds in 2013 and lost $873 million pretax on the investment, Mr. Buffett said in his 2013 letter to shareholders.

"Most of you have never heard of Energy Future Holdings. Consider yourselves lucky; I certainly wish I hadn't," Mr. Buffett wrote in the letter. In a prior letter, he said he had "totally miscalculated the gain/loss probabilities when I purchased the bonds."

An Oncor purchase would be the acquisition of a business rather than a financial investment.

Energy Future has been trying to sell its 80% stake in Oncor, but Texas regulators have stymied attempts at deals by Hunt Consolidated Inc. of Texas and Florida's NextEra Energy Inc., leaving the company mired in bankruptcy. Berkshire was also a contender.

Texas regulators said the Hunt-led deal included too much financial engineering to suit them, while NextEra was rejected for insisting on overriding much of the protections that prevented Energy Future from imposing excessive debt on Oncor, and guaranteed the unit kept a separate board of directors.

CreditSights analyst Greg Jones said the restrictions were unlikely to be an issue with Berskshire. "Berkshire will likely go to the regulators hat in hand and say, 'What can we do for you to make this happen,' rather than other utilities that were trying to say, 'It's our way or the highway,'" he said.

Berkshire Hathaway Energy doesn't pay dividends to investors, which makes it popular with state regulators, Mr. Buffett has said in shareholder letters.

Terry Hadley, spokesman for the Public Utility Commission of Texas, which was instrumental in blocking the two prior deals for Oncor, declined to comment on the regulatory prospects.

Last year, Mr. Buffett closed his largest deal ever when Berkshire bought industrial company Precision Castparts. The billionaire investor also has joined forces with Brazilian private-equity firm 3G Capital Partners LP to help create a global food empire, merging Kraft and Heinz and making an unsuccessful attempt to buy consumer goods giant Unilever PLC.

An Oncor deal would still leave Berkshire with plenty of cash to spend. The conglomerate held $96.5 billion in cash as of March 31. Mr. Buffett has said he likes to keep a minimum of $20 billion on hand in case of unexpected insurance losses.

Last month, Berkshire made two smaller investments, rescuing struggling Canadian mortgage lender Home Capital Group Inc. and buying a stake in real-estate investment trust Store Capital Corp.

Write to Dana Mattioli at dana.mattioli@wsj.com, Nicole Friedman at nicole.friedman@wsj.com and Peg Brickley at peg.brickley@wsj.com

(END) Dow Jones Newswires

July 06, 2017 19:39 ET (23:39 GMT)