DALLAS — Energy Future Intermediate Holding Company LLC (“EFIH”), a wholly-owned subsidiary of Energy Future Holdings Corp. (“EFH Corp.”), and EFIH Finance Inc. (“EFIH Finance” and together with EFIH, the “Issuer”) today announced that the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) has issued an order approving, subject to a stay of such order until 12:01 a.m., New York City time, on June 12, 2014, (i) the voluntary settlement provided for in the Issuer’s previously announced offer (the “Offer”) to holders of EFIH First Lien Notes (as defined below) to participate in a voluntary settlement with respect to the Issuer’s obligations under the EFIH First Lien Notes (such settlement, the “EFIH First Lien Settlement”) and (ii) the Issuer’s entry into a new senior secured super-priority debtor-in-possession credit agreement (the “EFIH First Lien DIP Facility”). In addition, the expiration date for the Offer has been extended to 5:00 p.m., New York City time, on June 10, 2014 (the “Expiration Date”).
The Offer is open to all qualified holders of the Issuer’s 6.875% Senior Secured Notes due 2017 and 10.000% Senior Secured Notes due 2020 (such notes, the “EFIH First Lien Notes”). As of 5:00 p.m., New York City time, on June 6, 2014, approximately $0.42 billion of EFIH First Lien Notes (approximately 10% of the outstanding EFIH First Lien Notes) had been submitted for exchange in the Offer. In addition, pursuant to the Restructuring Support and Lock-Up Agreement, dated April 28, 2014 (as amended), to which the Issuer is a party, certain holders holding, in the aggregate, approximately $1.26 billion of EFIH First Lien Notes (approximately 32% of the outstanding EFIH First Lien Notes) have agreed to the EFIH First Lien Settlement on the terms provided in such agreement.
As previously disclosed, the consummation of the Offer is subject to several conditions. The Issuer has waived the condition to consummation of the Offer that the Bankruptcy Court approve the Issuer’s previously announced offer to purchase its 11% Senior Secured Second Lien Notes due 2021 and 11.750% Senior Secured Second Lien Notes due 2022 (collectively, the “EFIH Second Lien Notes”) for cash as a voluntary settlement of its obligations with respect to the EFIH Second Lien Notes and the related issuance by the Issuer of convertible second lien subordinated secured DIP financing notes due 2016.
Other than the extension of the Expiration Date and the waiver of the condition described in this press release, the terms of the Offer are unchanged.
Epiq Systems is serving as the Offer Agent and Depositary Agent, and may be contacted by telephone at (646) 282-2500 or toll free at (866) 734-9393 or by email at firstname.lastname@example.org (please reference “EFIH First Lien Offer” in the subject line).
This press release will not constitute an offer to sell, or the solicitation of an offer to buy, any EFIH First Lien Notes. The Offer is being made only pursuant to an Information Memorandum and the related Letter of Transmittal. The Offer is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Nothing in this press release will constitute or be deemed to constitute a solicitation by any party of votes to approve or reject a Chapter 11 plan of reorganization. A solicitation with respect to votes to approve or reject a Chapter 11 plan of reorganization may only be commenced once a disclosure statement that complies with section 1125 of the United States Code, 11 U.S.C. §§101 et. seq., has been approved by the Bankruptcy Court.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. All statements, other than statements of historical facts, are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although we believe that in making any such forward-looking statement our 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 under Item 1A, “Risk Factors” and the discussion under Item7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Reports on Form 10-K (and in the corresponding sections of any subsequent Quarterly Reports on Form 10-Q) filed by each of EFH Corp., EFIH and Energy Future Competitive Holdings Company LLC and the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements:
|•||any successful stay or similar equitable relief obtained by any objecting party that results in the closing of the Offer occurring later than anticipated and/or any successful appeal obtained by any objecting party that overturns the Bankruptcy Court approval of the EFIH First Lien Settlement and EFIH First Lien DIP Facility;|
|•||the effectiveness of the overall restructuring activities pursuant to the bankruptcy filing and any additional strategies we employ to address our liquidity and capital resources;|
|•||the terms and conditions of any reorganization plan that is ultimately approved by the Bankruptcy Court;|
|•||the actions and decisions of creditors, regulators and other third parties that have an interest in the bankruptcy proceedings;|
|•||the duration of the bankruptcy proceedings; and|
|•||restrictions on us due to the terms of debtor-in-possession financing facilities and restrictions imposed by the Bankruptcy Court.|
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.
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