UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 2, 2019

Date of Report (date of earliest event reported): April 5, 2019

InfraREIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36822	75-2952822
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 North Akard Street Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 855-6700

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~8.01.~~registered ~~Other~~pursuant ~~Events.~~to Section 12(b) of the Act:

As previously disclosed, on October 18, 2018, InfraREIT, Inc., a Maryland corporation (the “Company”), and InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company (the “Partnership”), entered into an Agreement and Plan of Merger with Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor, pursuant to which the Company, the Partnership and its subsidiaries will be acquired by Oncor for $21.00 per share or partnership unit, as applicable, in cash (the “Mergers”). Also on October 18, 2018, Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company and subsidiary of the Company (“SDTS”), entered into an Agreement and Plan of Merger with Oncor and Sharyland Utilities, L.P., a Texas limited partnership and the Company’s sole tenant (“Sharyland”), pursuant to which, among other things, SDTS and Sharyland will exchange certain of their existing transmission and distribution assets immediately prior to the consummation of the Mergers (the “Asset Exchange”). On November 30, 2018, SDTS, Sharyland, Oncor and Sempra Energy (collectively, the “Joint Applicants”) filed a Sale-Transfer-Merger (“STM”) application with the Public Utility Commission of Texas (“PUCT”) requesting PUCT approval of the Mergers, the Asset Exchange and certain other transactions (collectively, the “Transactions”) and matters related thereto.


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	HIFR	New York Stock Exchange

OnItem ~~April 5,~~2.02 ~~2019,~~Results ~~the Joint Applicants, together with most~~ of ~~the~~Operations ~~other parties to the STM proceeding, filed a Stipulation of Settlement (“Settlement”) with the PUCT. The Settlement is subject to review~~ and ~~approval~~Financial by the PUCT. A copy of the Settlement is available on the PUCT’s website at http://interchange.puc.texas.gov/Documents/48929_390_1013818.PDF. The information contained on the PUCT’s website is not part of, or incorporated by reference into, this Current Report on Form 8-K (this “Current Report”). Condition

~~PUCT~~On ~~approval~~May of2, ~~the~~2019, ~~Transactions~~InfraREIT, isInc. (the ~~final~~“Company”) ~~pending~~announced ~~regulatory~~its ~~approval~~financial ~~that~~results isfor ~~required to close~~ the ~~Mergers~~three ~~and~~months ~~the~~ended ~~other~~March ~~Transactions. In December 2018~~31, ~~the~~2019. ~~Company~~A ~~received~~copy ~~early termination~~ of the ~~30-day~~Company’s ~~waiting~~press ~~period~~release ~~required~~for by the ~~Hart-Scott-Rodino~~same ~~Antitrust~~period ~~Improvements~~is ~~Act~~furnished ofas ~~1976,~~Exhibit as99.1 ~~amended,~~to ~~and~~this inCurrent ~~March~~Report ~~2019~~on ~~the~~Form ~~Transactions~~8-K. ~~were approved~~In byaccordance ~~the~~with ~~Committee~~General onInstruction ~~Foreign~~B.2 ~~Investment~~of inForm 8-K, the ~~United~~information ~~States~~set ~~and~~forth ~~the~~in ~~Federal~~this ~~Energy~~Item ~~Regulatory Commission~~2.02 ~~Additionally,~~and in the ~~approval~~attached ofexhibit ~~the~~is ~~Company’s~~deemed ~~stockholders~~to ~~was~~be ~~obtained~~furnished inand ~~February~~shall ~~2019.~~not ~~The~~be ~~Company~~deemed ~~continues~~ to ~~expect~~be ~~the Transactions~~“filed” tofor ~~close~~purposes byof ~~mid-2019,~~Section ~~subject~~18 toof ~~obtaining~~ the ~~PUCT~~Securities ~~approval~~Exchange ~~and~~Act ~~satisfaction~~ of ~~other~~1934, ~~customary~~as ~~closing~~amended ~~conditions.~~(the “Exchange Act”).

~~Forward~~Item ~~Looking~~9.01 Financial Statements and Exhibits.

~~This~~(d) ~~Current Report contains forward-looking statements within the meaning of the federal securities laws that state the Company’s or its management’s intentions or expectations about future events~~Exhibits. These statements include statements with respect to the consummation of the Transactions. Factors that could cause actual results to differ materially from those contemplated above include, among others, the risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including the failure to obtain regulatory approval necessary to consummate the Transactions or to obtain regulatory approvals on favorable terms.

~~Any~~In ~~forward-looking~~accordance ~~statement~~with ~~made~~General byInstruction ~~the~~B.2 ~~Company~~of inForm ~~this~~8-K, ~~Current~~the ~~Report is based only on~~ information ~~currently~~set ~~available~~forth toin the ~~Company~~attached ~~and~~exhibit ~~speaks~~is ~~only~~deemed asto ofbe ~~the~~furnished ~~date~~and onshall ~~which~~not itbe isdeemed ~~made. The Company undertakes no obligation~~ to ~~update~~be or“filed” ~~revise~~for ~~any~~purposes ~~forward-looking~~of ~~statements,~~Section ~~whether~~18 ~~as a result~~ of ~~new~~the ~~information,~~Exchange ~~future events or otherwise, other than as required by applicable law~~Act.

SIGNATURES

Exhibit

Number

Description

99.1

Press release, dated May 2, 2019

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ 1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



	InfraREIT, Inc.

Date: May 2, 2019		/s/ Stacey H. Doré
		Stacey H. Doré
		Senior Vice President and General Counsel

InfraREIT, Inc.

Date: April 8, 2019

/s/ Stacey H. Doré

Stacey H. Doré

Senior Vice President and General Counsel

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