Status:      Clearance

Acquirer:            Brookfield Infrastructure Partners LP (Canada)

Acquired:            FirstEnergy Transmission, LLC (U.S.)

Value:                  $3.5 billion

Industry Tags:    Energy; Regulated Utilities

UPDATE: On November 24, 2023, CFIUS notified FET, Brookfield and the Abu Dhabi Investment Authority that it has determined that there were no unresolved national security issues and its review of the transaction was concluded.” (FirstEnergy Corp. Form 10-K, Feb. 13, 2024, SEC Filing.)

Posted on August 8, 2023

Status: Pending

On February 2, 2023, FirstEnergy Corp. (“FE”), a public utility holding company, along with FirstEnergy Transmission (“FET”), LLC, a “majority-owned subsidiary of FirstEnergy Corp.” that “owns and operates transmission facilities,” entered into a Purchase and Sale Agreement with “North American Transmission Company II L.P., a controlled investment vehicle entity of Brookfield Infrastructure Partners,” and certain Brookfield Guarantors, pursuant to which North American Transmission Company II L.P. agreed “to purchase from FE, an incremental 30% equity interest in FET for a purchase price of $3.5 billion.”  (FirstEnergy Corp. Form 10-Q, Aug. 2, 2023, SEC Filing.)  “The transaction is subject to customary closing conditions, including approval from the FERC and certain state utility commissions, and completion of review by the CFIUS.”  (Id.)  According to the agreement, a draft notice was to be filed with CFIUS no later than 180 days following the agreement, or by August 1, 2023.  (See Purchase and Sale Agreement, Section 5.3(d), FirstEnergy Corp. Form 10-Q, Ex-10.1, Apr. 27, 2023, SEC Filing.)  Following the transaction, North American Transmission Company II’s “interest in FET will increase from 19.9% to 49.9%, while FE will retain the remaining 50.1% ownership interests of FET.” (FirstEnergy Corp. Form 10-K, Feb. 13, 2023, SEC Filing.)

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