Energy Future Holdings Corp. and Energy Future Intermediate Holding Company LLC Announce Results of Exchange Offers and Related Consent Solicitations

* Reuters is not responsible for the content in this press release.

Thu Nov 12, 2009 8:30am EST

http://www.businesswire.com/news/home/20091112005556/en

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Notes were validly tendered and not validly withdrawn in the Exchange Offers.
All of the Old Notes validly tendered and not validly withdrawn in the Exchange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Notes validly tendered and not validly withdrawn in the Exchange Offers and the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tendered and not validly withdrawn in the Exchange Offers and (ii) EFH Corp.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validly tendered and not validly withdrawn and accepted in the Exchange Offers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.

                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                            
 CUSIP/ISIN             Outstanding                                  Issuer                                                          Title of Old                                        Total                       Aggregate Principal Amount Tendered and Accepted for Exchange (in millions)            
                        Principal                                                                                                    Notes                                               Consideration                                                                                                      
                        Amount Prior to Exchange Offers                                                                                                                                                                                                                                                     
                        (in millions)                                                                                                                                                                                                                                                                       
 873168 AL2 /           $                  1,000                    EFH Corp.                                                       5.55% Series P Senior Notes due 2014                $         710.00           $                                       17.3                                          
 US873168 AL29                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 873168 AN8 /           $                  750                      EFH Corp.                                                       6.50% Series Q Senior Notes due 2024                $         475.00           $                                       10.2                                          
 US873168 AN84                                                                                                                                                                                                                                                                                           
 
                                                                                                                                                                                                                                                                                                       
 
873168 AM0 /                                                                                                                                                                                                                                                                                           
 US873168 AM02                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 873168 AQ1 /           $                  750                      EFH Corp.                                                       6.55% Series R Senior Notes due 2034                $         465.00           $                                       5.7                                           
 US873168 AQ16                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 292680 AD7 /           $                  2,650                    EFH Corp.                                                       11.250%/12.000% Senior Toggle Notes due 2017        $         663.30    1      $                                       11.7                                          
 US292680 AD70                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 292680 AC9 /           $                  2,000                    EFH Corp.                                                       10.875% Senior Notes due 2017                       $         745.00           $                                       169.5                                         
 US292680 AC97                                                                                                                                                                                                                                                                                           
 
                                                                                                                                                                                                                                                                                                       
 
292680 AA3 /                                                                                                                                                                                                                                                                                           
 US292680 AA32                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 882330 AF0 /           $                  3,000                    Texas Competitive Electric Holdings Company LLC ("TCEH")        10.25% Senior Notes due 2015                        $         720.00           $                                       55.9                                          
 US882330 AF05                                                      TCEH Finance, Inc.                                                                                                                                                                                                                   
 
                                                                                                                                                                                                                                                                                                       
 
U88235 AC7 /                                                                                                                                                                                                                                                                                           
 USU88235 AC76                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 882330 AG8 /           $                  2,000                    TCEH                                                            10.25% Senior Notes due 2015, Series B              $         720.00           $                                       87.2                                          
 US882330AG87                                                       TCEH Finance, Inc.                                                                                                                                                                                                                   
 
                                                                                                                                                                                                                                                                                                       
 
882330 AC7 /                                                                                                                                                                                                                                                                                           
 US882330 AC73                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                                            
 1 Includes $3.30 to reflect accrued payment-in-kind interest.                                                                                                                                                                                                                                                                     


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 

Copyright Business Wire 2009

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