10.23.09
Energy Future Holdings Corp. and Subsidiaries Announce Amendments to Previously Announced Exchange Offers and Consent SolicitationsDallas - 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”), announced today that they are amending certain of the terms of (i) their previously announced exchange offers (as amended, 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) to be issued by EFH Corp. and the EFIH Offerors (collectively, the “Offerors”), and (ii) EFH Corp.’s previously announced solicitations (as amended, the “Consent Solicitations”) of consents (the “Consents”) from holders of Consent Notes (as defined below) to certain proposed amendments summarized below (the “Proposed Amendments”), all of which Exchange Offers and Consent Solicitations are being conducted upon the terms and subject to the conditions set forth in the prospectus relating to the Exchange Offers and the Consent Solicitations (as amended, the “Prospectus”) and the related Consent and Letter of Transmittal (as amended, the “Consent and Letter of Transmittal”).
The amendments to the Exchange Offers and the Consent Solicitations announced today include (i) reducing the Maximum Exchange Amount for the Exchange Offers from $4.0 billion to $3.0 billion and specifying that any consideration paid in the Exchange Offers will be payable 45% in New EFH Senior Secured Notes (as defined below) and 55% in New EFIH Senior Secured Notes (as defined below), in each case as described below, (ii) extending the expiration date for the Exchange Offers to midnight, New York City time, on November 10, 2009 (such time and date, as the same may be further extended by the Offerors, the “Expiration Date”), (iii) extending the consent date for the Consent Solicitations to midnight, New York City time, on November 10, 2009 (such time and date, as the same may be further extended by EFH Corp., the “Consent Date”), and (iv) eliminating the Early Tender Date for the Exchange Offers, such that all Holders whose Old Notes are validly tendered and not validly withdrawn at the amended Expiration Date and are accepted by the Offerors will receive the applicable Total Consideration (as defined below) for such Old Notes.
Except as described herein, the terms of the Exchange Offers and the Consent Solicitations remain unchanged and Old Notes previously tendered will remain subject to the Exchange Offers and the Consent Solicitations unless such Old Notes are withdrawn, and the related Consents revoked, in accordance with the terms of the Exchange Offers and Consent Solicitations. Subject to applicable law, the Offerors reserve the right, but are not obligated, to commence additional exchange offers to exchange additional debt of EFH Corp. and its subsidiaries that is not listed in the table below for New Senior Secured Notes.
As amended, upon the terms and subject to the conditions of the Exchange Offers, the Offerors will issue and exchange in the Exchange Offers up to $1.35 billion aggregate principal amount of 9.75% Senior Secured Notes due 2019 of EFH Corp. (the “New EFH Senior Secured Notes”) and up to $1.65 billion aggregate principal amount of 9.75% Senior Secured Notes due 2019 of the EFIH Offerors (the “New EFIH Senior Secured Notes” and, together with the New EFH Senior Secured Notes, the “New Senior Secured Notes”). The amended maximum principal amount of New Senior Secured Notes issuable in the Exchange Offers is referred to herein as the “Maximum Exchange Amount.”
Upon the terms and subject to the conditions of the Exchange Offers, including the acceptance priority levels described herein (the “Acceptance Priority Levels”), the Maximum Exchange Amount and the Priority Level 2 Cap (as defined below) and the possible prorations resulting therefrom, in exchange for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn), the participating holders of Old Notes will be eligible to receive the applicable total consideration (the “Total Consideration”) provided in the table below. As amended, the applicable Total Consideration will be payable 45% in New EFH Senior Secured Notes and 55% in New EFIH Senior Secured Notes.
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Lisa Singleton
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Tim Hogan
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Bill Huber
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