700 Universe, LLC entered into a stock purchase agreement to acquire Gulf Power Company from The Southern Company (NYSE:SO) for $4.4 billion on May 20, 2018. As per terms, the total transaction value of $5.8 billion includes the amount of indebtedness assumed at closing, which is currently estimated at approximately $1.4 billion, subject to customary adjustments for indebtedness and working capital and reduction by the amount (if any) by which Gulf Power fails to meet a specified capital expenditure target. In related transactions, 700 Universe, LLC entered into a stock purchase agreement to acquire Pivotal Utility Holdings, Inc. from NUI Corp. for $530 million and also entered into an equity interest purchase agreement to acquire Southern Power’s Florida plants for $195 million. 700 Universe intends to finance approximately $5.1 billion of the combined purchase price through the issuance of debt. Gulf Power will become a wholly owned subsidiary of 700 Universe at closing. In case of termination, 700 Universe, LLC will be required to pay a termination fee of $100 million or $200 million (such amount depending on the specific circumstances of such termination) and on the other hand, The Southern Company will pay a termination fee of $100 million. Transaction is subject to customary closing conditions including termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by the Federal Energy Regulatory Commission (FERC) and the Federal Communications Commission (FCC), the entry into certain ancillary agreements, including transmission-related agreements and a transition services agreement, among the parties and their affiliates and other customary closing conditions. On September 10, 2018, early termination notice by Federal Trade Commission was granted. As of December 20, 2018, the transaction was approved by FERC. Transaction is expected to be completed in the first quarter of 2019. Proceeds from the transactions are intended to be used to reduce debt and improve Southern Company's balance sheet. 700 Universe expects the transactions to be immediately accretive to earnings upon closing and $0.15 and $0.20 accretive to its 2020 and 2021 adjusted earnings per share (EPS) expectations, respectively. BofA Merrill Lynch and Goldman Sachs & Co. LLC acted as financial advisors to NextEra Energy, Inc., parent of 700 Universe. Edward D. Herlihy, Brandon C. Price and John L. Robinson of Wachtell, Lipton, Rosen & Katz acted as legal advisors to NextEra Energy. Clifford (Mike) Naeve, Donna Byrne and Timothy Mastrogiacomo of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to 700 Universe. Citigroup Global Markets Inc. acted as financial advisor while William B. Rowland and William J. Zawrotny of Jones Day, Troutman Sanders LLP and Gibson Dunn & Crutcher LLP acted as legal advisors to Southern Company. 700 Universe, LLC completed the acquisition of Gulf Power Company from The Southern Company (NYSE:SO) for $4.5 billion on January 1, 2019. The cash purchase price was funded through $4.5 billion of borrowings by NextEra Energy, Inc. in December 2018 under certain short-term bi-lateral term loan agreements which mature in June 2019.