Rate Case Dismissal & Asset Exchange July 24, 2017
Safe Harbor Forward Looking Statements This presentation contains forward-looking statements about the business, financial performance, contracts, leases and prospects of InfraREIT, Inc. (the Company). Words such as could, will, may, assume, forecast, position, predict, strategy, guidance, outlook, target, expect, intend, plan, estimate, anticipate, believe, project, budget, potential or continue and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Company s actual results, performance or achievements could differ materially from those expressed or implied by any forward-looking statements made in connection with this presentation, and in no event should the inclusion of forecasted information in this presentation be regarded as a representation by any person that the results contained therein will be achieved. Statements about the Company s expectations regarding the dismissal of the rate case, the consummation of the transaction with Oncor Electric Delivery Company LLC (Oncor), the benefits of the transaction with Oncor, the Company s anticipated financial and operating performance, including projected or forecast financial results, distributions to stockholders, capital expenditures, debt ratios, capitalization matters and other forecasted metrics, as well as any other statements that are not historical facts in this presentation are forward-looking statements that involve certain risks and uncertainties, many of which are difficult to predict and beyond the Company s control. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements include, without limitation, (a) the failure to obtain Public Utility Commission of Texas (PUCT) approval of the dismissal of the rate case on terms consistent with those proposed by Sharyland Distribution & Transmission Services, L.L.C. (SDTS) and Sharyland Utilities, L.P. (Sharyland), (b) the failure to obtain regulatory or bankruptcy court approval for the transaction with Oncor or (c) the failure to consummate the transaction due to other unsatisfied closing conditions. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading Risk Factors included in the Company s filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Forward-looking statements speak only as of the date made and reaffirmed, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 1
Overview Asset Exchange and Proposed Rate Case Dismissal InfraREIT s regulated subsidiary (SDTS), Sharyland and Oncor have signed definitive agreements to enter into an asset exchange SDTS to exchange ~$400 million of Distribution assets for ~$380 million of Transmission assets and ~$20 million of cash from Oncor In conjunction with the asset exchange, SDTS and Sharyland have reached an agreement with key parties regarding the proposed dismissal of the rate case Key regulatory parameters will remain in place until the next rate case, which SDTS and Sharyland have committed to file in 2020, based on a test year ending December 31, 2019 Separately, Oncor entered into an agreement regarding the proposed settlement of its rate case The simultaneous closing of the asset exchange, dismissal of the SDTS and Sharyland rate case, and the effectiveness of the Oncor rate case settlement expected in Q4 2017 Key parties to each rate case support the proposed agreements 2
3 Strategic Rationale and Advantages Support Sharyland s mission of providing safe, reliable and affordable power to its customers Sharyland s distribution customers will become Oncor s customers and move to Oncor s rates after closing Transaction will result in a significant reduction in rates for all of Sharyland s retail distribution customer classes Provide a productive resolution to SDTS and Sharyland s pending rate case Maintain existing regulatory framework and regulatory metrics until the next rate case File a new rate case as a stand-alone transmission service provider in 2020 based on a 2019 test year Strategic focus on the long-term growth of InfraREIT s transmission business
InfraREIT s New Footprint Current Assets Assets Post-Exchange PANHANDLE PANHANDLE CELESTE STANTON PERMIAN BASIN BRADY PERMIAN BASIN Distribution Transmission McALLEN 4
InfraREIT s Investment Highlights Post-Asset Exchange Attractive Asset Portfolio Stable Cash Flow Strong Track Record Constructive Regulation Strong Sponsor Growth Opportunities» $1.4 billion in regulated electric transmission and wholesale distribution assets (rate base)» 100 percent of revenue driven by regulated asset base» 90 percent of assets in transmission, remainder in wholesale distribution (no end-use retail customers)» Increased rate base from $60 million in 2009 to $1.4 billion in 2017» Successfully developed 300 miles and 4 substations in the CREZ transmission system» Constructive regulatory framework in Texas» Ability to do interim transmission rate filings minimizing regulatory lag» Hunt has long-term track record and relationships in Texas and the Southwest» High alignment between Hunt and other stakeholders» Pro-business, high-growth state with growing infrastructure needs in West and South Texas» Well-positioned relative to future expansion of wind and solar generation in the Panhandle, West Texas and South Plains» Pipeline of projects with Hunt Developer 5
Timeline to Completion Key Events PUCT Approvals: Approval of the Joint Sale-Transfer-Merger application (STM) for the asset exchange SDTS and Sharyland rate case dismissal Oncor rate case settlement U.S. Bankruptcy Court Consent (Oncor parent company proceeding) Other regulatory approvals (Lenders, Hart-Scott-Rodino, etc.) Expect to receive all approvals, complete the asset exchange and dismiss the rate case in a simultaneous closing in Q4 2017 6
7 Financial Outlook Maintain quarterly cash dividend of $0.25 per share through the closing of the transaction Regulatory metrics remain unchanged Pro forma for the exchange transaction: Transmission will represent ~90 percent of total rate base Wholesale distribution will represent ~10 percent Sharyland will have no end-use retail customers Existing lease construct to remain in place Upon closing, leases will be updated to remove Distribution assets and add Transmission assets Growth driven by Footprint Capex and Hunt Developer activities, with the growth profile impacted primarily by the timing, size and frequency of projects Transmission capital expenditures expected range of $185 million - $315 million for 2017 2019 Hunt Projects include Golden Spread, Cross Valley, South Plains Transmission Project, the potential LP&L transition to ERCOT, Southline, Nogales and generation interconnections Management Agreement and Development Agreement remain in place Management expects to provide updated guidance and further discuss business strategy after closing
2017E 2019E Footprint Capital Expenditures Transmission Only $ millions 2017 2018 2019 Base Footprint Capex $35 - $55 $35 - $65 $10 - $30 Synchronous Condensers & Second Circuit $95 - $105 $10 - $30 $0 - $25 Total Footprint Capex $130 - $160 $45 - $95 $10 - $60 Transmission capex guidance range of $185 million $315 million for 2017 2019 Long-term opportunities tied to generation interconnections and renewables expansion, regional growth and new projects required to improve reliability and relieve congestion 8
Hunt Projects (1) As of July 24, 2017 Assets in Operation Project State Net Plant Golden Spread TX ~ $90 mm Cross Valley TX ~ $170 mm Construction or Development Projects Project State Status Generation Interconnections TX Development South Plains / LP&L Integration TX Development Nogales DC Tie AZ Development Southline AZ NM Development 9 (1) InfraREIT holds a right of first offer applicable to many, but not all, of Hunt s development projects. However, Hunt has informed InfraREIT that it intends for InfraREIT to be the primary owner of its development projects as they are completed and placed in service.
Growth and Financing Strategy Grow Dividends Maintain Strong Financial Profile Focus on Regulated Asset Opportunities Construct Footprint Projects Opportunistically acquire regulated assets Maintain significant liquidity to support capex plan and financial flexibility Maintain 55 percent debt to capitalization at InfraREIT s regulated subsidiary, SDTS Target consolidated credit metrics of 60 percent debt to capitalization and 12 percent AFFO to debt Sign long-term leases that reflect regulated rate structure 10
Q & A