Published: November 12, 2009
Energy Future Holdings Corp. and Energy Future Intermediate Holding Company LLC Announce Results of Exchange Offers and Related Consent Solicitations
DALLAS - (BUSINESS WIRE) - Energy Future Holdings Corp. ("EFH Corp." ), its direct, wholly owned
subsidiary, Energy Future Intermediate Holding Company LLC ("EFIH" ), and
EFIH's direct, wholly owned subsidiary, EFIH Finance Inc. ("EFIH
Finance," and, together with EFIH, the "EFIH Offerors," and, together
with EFH Corp., the "Offerors" ), announced today the results of
(i) their previously announced exchange offers (the "Exchange Offers" )
to exchange outstanding debt securities listed in the table below
(collectively, the "Old Notes" ) for New Senior Secured Notes (as defined
below) and (ii) EFH Corp.'s previously announced solicitations of
consents (the "Consent Solicitations" ) from holders of certain of its
outstanding debt securities to certain proposed amendments to the
indentures underlying such debt securities. Each of the Exchange Offers
and the Consent Solicitations expired at midnight, New York City time,
on November 10, 2009 (the "Expiration Date" ).
As of the Expiration Date, approximately $357.5 million principal amount
of Old Notes were validly tendered and not validly withdrawn in the
Exchange Offers. All of the Old Notes validly tendered and not validly
withdrawn in the Exchange Offers have been accepted for exchange. Based
on the principal amounts of Old Notes validly tendered and not validly
withdrawn in the Exchange Offers and the Consent Solicitations, (i)
approximately $256.6 aggregate principal amount of New Senior Secured
Notes will be issued in exchange for Old Notes validly tendered and not
validly withdrawn in the Exchange Offers and (ii) EFH Corp. did not
receive the requisite consents necessary to approve the proposed
amendments in the Consent Solicitations.
"We remain committed to improving our balance sheet," said Paul
Keglevic, Executive Vice President and Chief Financial Officer of EFH
Corp. "We will continue to explore all options available to us to
achieve this objective."
Results of Exchange Offers
The table below sets forth the aggregate principal amount of Old Notes
that were validly tendered and not validly withdrawn and accepted in the
Exchange Offers as of the Expiration Date.
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CUSIP/ISIN
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Outstanding Principal Amount Prior to
Exchange Offers (in millions)
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Issuer
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Title of Old Notes
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Total Consideration
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Aggregate Principal Amount Tendered and Accepted for Exchange
(in millions)
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873168 AL2 / US873168 AL29
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$
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1,000
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EFH Corp.
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5.55% Series P Senior Notes due 2014
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$
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710.00
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$
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17.3
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873168 AN8 / US873168 AN84
873168 AM0 / US873168 AM02
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$
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750
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EFH Corp.
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6.50% Series Q Senior Notes due 2024
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$
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475.00
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$
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10.2
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873168 AQ1 / US873168 AQ16
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$
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750
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EFH Corp.
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6.55% Series R Senior Notes due 2034
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$
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465.00
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$
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5.7
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292680 AD7 / US292680 AD70
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$
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2,650
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EFH Corp.
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11.250%/12.000% Senior Toggle Notes due 2017
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$
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663.30
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1
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$
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11.7
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292680 AC9 / US292680 AC97
292680 AA3 / US292680 AA32
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$
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2,000
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EFH Corp.
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10.875% Senior Notes due 2017
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$
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745.00
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$
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169.5
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882330 AF0 / US882330 AF05
U88235 AC7 / USU88235 AC76
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$
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3,000
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Texas Competitive Electric Holdings Company LLC ("TCEH" ) TCEH
Finance, Inc.
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10.25% Senior Notes due 2015
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$
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720.00
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$
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55.9
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882330 AG8 / US882330AG87
882330 AC7 / US882330 AC73
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$
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2,000
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TCEH TCEH Finance, Inc.
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10.25% Senior Notes due 2015, Series B
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$
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720.00
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$
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87.2
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1 Includes $3.30 to reflect accrued payment-in-kind
interest.
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Upon settlement of the Exchange Offers, which the Offerors expect to
occur on or about November 16, 2009, the participating holders of Old
Notes will receive, subject to the terms and conditions of the Exchange
Offers, the applicable total consideration (the "Total Consideration" )
provided in the table above (plus, if applicable, accrued and unpaid
interest, which for the EFH Corp. Toggle Notes will be paid in New
Senior Secured Notes in lieu of cash) for each $1,000 principal amount
of Old Notes accepted for exchange. The applicable Total Consideration
will be payable 45% in New EFH Senior Secured Notes and 55% in New EFIH
Senior Secured Notes (each as defined in the next sentence). As a result
of the Exchange Offers, EFH Corp. expects to issue approximately $115.5
million aggregate principal amount of 9.75% Senior Secured Notes due
2019 (the "New EFH Senior Secured Notes" ) and the EFIH Offerors expect
to issue approximately $141.1 million aggregate principal amount of
9.75% Senior Secured Notes due 2019 (the "New EFIH Senior Secured
Notes," and, together with the New EFH Senior Secured Notes, the "New
Senior Secured Notes" ).
Results of Consent Solicitations
Based on the principal amounts of Old Notes validly tendered and not
validly withdrawn in the Consent Solicitations, EFH Corp. did not
receive the requisite consents necessary to approve the proposed
amendments in the Consent Solicitations. As a result, none of the
proposed amendments contemplated by the Consent Solicitations will take
effect, and no consent fee will be paid to any holder of Old Notes
validly tendered and not validly withdrawn in the Consent Solicitations.
Other Information
Citigroup Global Markets Inc. and Goldman, Sachs & Co. acted as the lead
dealer managers in connection with the Exchange Offers and the lead
solicitation agents in connection with the Consent Solicitations, and
Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities Inc., KKR Capital Markets LLC and Morgan Stanley & Co.
Incorporated also acted as dealer managers and solicitation agents, in
each case, as described in the preliminary prospectus filed with the
U.S. Securities and Exchange Commission on November 4, 2009.
This press release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
About EFH Corp.
EFH Corp. is a Dallas-based energy holding company, with a portfolio of
competitive and regulated energy subsidiaries, primarily in Texas,
including TXU Energy, Luminant and Oncor. TXU Energy is a competitive
retailer that provides electricity and related services to more than 2
million electricity customers in Texas. Luminant is a competitive power
generation business, including mining, wholesale marketing and trading,
construction and development operations. Luminant has over 16,100 MW of
generation in Texas, including 2,300 MW of nuclear and 5,800 MW of
coal-fueled generation capacity, and is building an additional 2,200 MW
of coal-fueled generation capacity. Luminant is also the largest
purchaser of wind-generated electricity in Texas and fifth largest in
the United States. Oncor is a regulated electric distribution and
transmission business that uses superior asset management skills to
provide reliable electricity delivery to consumers. Oncor operates the
largest distribution and transmission system in Texas, providing power
to three million electric delivery points over more than 102,000 miles
of distribution and 14,000 miles of transmission lines. While Oncor is a
subsidiary of EFH Corp., Oncor reports to a separate and independent
board.
Forward Looking Statements
This press release contains forward-looking statements, which are
subject to various risks and uncertainties that could cause actual
results to differ materially from management's current projections,
forecasts, estimates and expectations. All statements, other than
statements of historical facts, that are included in this press release
that address activities, events or developments that the Offerors expect
or anticipate to occur in the future, including the Exchange Offers and
Consent Solicitations (often, but not always, through the use of words
or phrases such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "projection," "target,"
"goal," "objective," and "outlook" ), are forward-looking statements.
Although the Offerors believe that in making any such forward-looking
statement their expectations are based on reasonable assumptions, any
such forward-looking statement involves uncertainties and is qualified
in its entirety by reference to the discussion of risk factors in the
Prospectus and EFH Corp.'s reports filed with the SEC (including the
sections entitled "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Forward-Looking
Statements" contained therein).
Energy Future Holdings Corp.
Investor Relations:
Bill Huber,
214.812.2480
or
Tim Hogan, 214.812.4641
or
Corporate
Communications:
Lisa Singleton, 214.812.5049
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