Energy Future Holdings Corp. Announces Early Results of Exchange Offers

DALLAS--()--Energy Future Holdings Corp. (“EFH Corp.”) today announced the results, as of 5:00 p.m., New York City time, on January 8, 2013 (the “Early Tender Date”), of the previously announced (a) offers (the “First Lien Exchange Offers”) of 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 “Offerors”), to exchange up to approximately $1.3 billion aggregate principal amount of new 10.000% Senior Secured Notes due 2020 of the Offerors (the “New First Lien Notes”) for any and all outstanding (i) 9.75% Senior Secured Notes due 2019 of EFH Corp., (ii) 10.000% Senior Secured Notes due 2020 of EFH Corp. and (iii) 9.75% Senior Secured Notes due 2019 of the Offerors (collectively, the “Existing First Lien Notes”) and (b) concurrent solicitations (the “Consent Solicitations”) by EFH Corp. and the Offerors of consents (the “Consents”) from holders of Existing First Lien Notes to proposed amendments (the “Proposed Amendments”) to the indentures governing the Existing First Lien Notes and to such Existing First Lien Notes. As of the Early Tender Date, EFH Corp. had received the requisite Consents to adopt the Proposed Amendments, although Consents delivered may be revoked at any time at or prior to 5:00 p.m., New York City time, on January 24, 2013 (such time and date, as the same may be extended by the Offerors and/or EFH Corp. with respect to any Consent Solicitation, the “Consent Date”).

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”

EFH Corp. also today announced the results as of the Early Tender Date of the Offerors’ previously announced offers (the “Unsecured Exchange Offers” and, together with the First Lien Exchange Offers, the “Exchange Offers”) to exchange up to approximately $124 million aggregate principal amount of new 11.25%/12.25% Senior Toggle Notes due 2018 of the Offerors (the “New Senior Toggle Notes” and, together with the New First Lien Notes, the “New Notes”) for any and all outstanding (i) 10.875% Senior Notes due 2017 of EFH Corp. and (ii) 11.250%/12.000% Senior Toggle Notes due 2017 of EFH Corp. (collectively, the “Existing Unsecured Notes” and, together with the Existing First Lien Notes, the “Existing Notes”).

EFH Corp. was advised by the exchange agent for the Exchange Offers that, as of the Early Tender Date, (i) the principal amounts and the percentages of outstanding principal amounts tendered listed in Table 1 below of each series of Existing First Lien Notes were validly tendered (and not validly withdrawn), and related Consents with respect to each such series of Existing First Lien Notes were validly delivered (and not validly revoked) in the Consent Solicitations and (ii) the principal amounts and the percentages of outstanding principal amounts tendered listed in Table 2 below of each series of the Existing Unsecured Notes were validly tendered (and not validly withdrawn).

Table 1 – First Lien Exchange Offers

           
 
CUSIP/ISIN     Issuer(s)    

Title of Existing
Notes

   

Principal Amount
Outstanding

   

Principal Amount
Tendered

   

Percentage of
Outstanding
Principal Amount
Tendered

292680AF2

US292680AF29

    EFH Corp.    

9.75% Senior
Secured Notes
due 2019

$115,446,000 $112,873,000 97.77%
 
292680AH8

US292680AH84

and

292680 AG0

US292680AG02

and

U29191AD2

USU29191AD22

EFH Corp.

10.000% Senior
Secured Notes
due 2020

$1,060,757,000 $1,057,656,000 99.71%
 
292681AA1

US292681AA15

EFIH and
EFIH Finance

 

9.75% Senior
Secured Notes
due 2019

$141,083,000 $139,068,000 98.57%
 

Table 2 – Unsecured Exchange Offers

           
       
CUSIP/ISIN     Issuer(s)    

Title of Existing
Notes

   

Principal Amount
Outstanding

   

Principal Amount
Tendered

   

Percentage of
Outstanding
Principal Amount
Tendered

292680AC9

US292680AC97

and

292680AA3

US292680AA32

and

U29191AA8

USU29191AA82

EFH Corp.

10.875% Senior
Notes due 2017

$64,135,000

$30,876,000 48.14%
 
292680 AD7

US292680AD70

and

292680AB1

US292680AB15

and

U29191AB6

USU29191AB65

EFH Corp.

11.250%/12.000%
Senior Toggle
Notes due 2017

$60,329,699

$33,398,972 55.36%
 
 

The Exchange Offers for each series of Existing Notes will expire at 5:00 p.m., New York City time, on January 24, 2013 (such time and date, as the same may be extended by the Offerors with respect to any Exchange Offer, the “Expiration Date”). The Consent Solicitations for each series of Existing First Lien Notes will expire on the Consent Date. Tendered Existing Notes may be withdrawn at any time at or prior to the Expiration Date and Consents delivered may be revoked at any time at or prior to the Consent Date. Accordingly, the principal amounts of Existing Notes and percentages of Existing Notes shown in the tables above as having been tendered are subject to change.

The terms and conditions of the First Lien Exchange Offers and Consent Solicitations, including the terms and conditions of the New First Lien Notes, are set forth in the Offering Memorandum and Consent Solicitation Statement dated December 21, 2012 and the related Consent and Letter of Transmittal, and terms and conditions of the Unsecured Exchange Offers, including the terms and conditions of the New Senior Toggle Notes, are set forth in the Offering Memorandum dated December 21, 2012 and the related Letter of Transmittal (all such documents collectively, the “Offering Documents”).

The Exchange Offers are being made only in the United States to “qualified institutional buyers” (as that term is defined in Rule 144A of the Securities Act) and to certain non-U.S. persons (as that term is defined in Regulation S under the Securities Act) located outside the United States. The Exchange Offers are being made only by, and pursuant to, the terms set forth in, and the information in this press release is qualified by reference to, the Offering Documents.

Offering Documents are only being distributed to holders who complete and return an eligibility certification letter confirming that they are eligible investors for the Exchange Offers. Holders of Existing Notes who desire a copy of the eligibility certification letter should contact Global Bondholder Services Corporation, the information agent for the Exchange Offers and Consent Solicitations, at (866) 470-3900 (Toll-Free) or (212) 430-3774 (Collect).

About EFH Corp.

EFH Corp. is a Dallas-based energy holding company engaged in competitive and regulated activities, primarily in Texas. Its portfolio of competitive businesses consists primarily of TXU Energy, a retail electricity provider with approximately 1.8 million electricity customers in Texas and Luminant, which is engaged largely in power generation and related mining activities, wholesale marketing and energy trading. Luminant has approximately 15,400 MW of generation in Texas, including 2,300 MW fueled by nuclear power and 8,000 MW fueled by coal. Luminant is also one of the largest purchasers of wind-generated electricity in Texas and in the United States. EFH Corp.’s regulated operations consist of Oncor, which operates the largest electricity distribution and transmission system in Texas, with more than three million delivery points and approximately 118,000 miles of distribution and transmission lines. While EFH Corp. indirectly owns approximately 80% of Oncor, the management of Oncor reports to a separate board with a majority of directors that are independent of EFH Corp.

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 EFH Corp. and/or 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 EFH Corp. and/or 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 applicable Offering Documents and EFH Corp.’s and EFIH’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).

Contacts

Energy Future Holdings Corp.
Investor Relations:
Molly Sorg, 214-812-8868
or
Corporate Communications:
Allan Koenig, 214-812-8080

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