TEXT - Fitch takes rating actions on Energy Future Holdings Corp

Wed Jan 30, 2013 12:05pm EST

Jan 30 - Fitch Ratings has lowered the Issuer Default Ratings (IDR) of
Energy Future Holdings Corp (EFH) and Energy Future Intermediate Holding Company
LLC (EFIH) to 'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative. On Dec. 21, 2012, EFIH had
launched an offer to exchange up to approximately $1.3 billion of new 10.000%
senior secured notes due 2020 for any and all outstanding EFH's $115 million
9.75% senior secured notes due 2019, EFH's $1,061 million 10.000% senior secured
notes due 2020, and EFIH's $141 million 9.75% senior secured notes due 2019. The
exchange offer concluded yesterday with approximately 99% of bondholders
tendering their notes in the exchange.

Fitch had deemed the exchange offer to be a distressed debt exchange (DDE) since
the exchange offer would be accepted only if the tendering bondholders also 
consent to indenture amendments that materially impair the position of holders 
that do not tender. EFH has received the requisite consents to adopt the 
proposed indenture amendments. Fitch has downgraded the rating for the notes 
subject to DDE to 'CCC/RR1' from 'B/RR1' and removed the Rating Watch Negative. 

A second exchange offer has also concluded, whereby EFIH had offered to exchange
up to approximately $124 million of its 11.25%/12.5% senior toggle notes due 
2018 notes for the outstanding EFH's cash pay/toggle notes due 2017. 
Approximately $64 million of bondholders tendered their notes in the exchange.

Fitch has simultaneously taken various rating actions based on the post-exchange
capital structure and the fundamental outlook for EFH and EFIH. Fitch has 
upgraded the IDRs of EFH and EFIH to 'CCC' from 'RD', which is the same as the 
pre-exchange IDR. The first lien notes exchange, being a par exchange, has not 
changed the probability of default for the two companies. The unsecured notes 
exchange results in a small benefit to the combined liquidity given the 
three-year payment-in-kind feature on the newly issued notes. 

Fitch has simultaneously downgraded the ratings for the EFH's 9.75% notes due 
2019 and 10.000% notes due 2020 that were not tendered in the exchange to 
'CC/RR6' from 'CCC/RR1' due to a loss in both collateral coverage and upstream 
guarantee arrangements as a result of the indenture amendments. These notes are 
now pari passu with EFH's legacy notes. Fitch has also simultaneously upgraded 
the ratings of EFIH's 9.75% notes due 2019 that were not tendered in the 
exchange to 'CCC+/RR3' from 'CCC/RR1'. These notes are now pari passu with 
EFIH's senior toggle notes due 2018. 

SENSITIVITY/RATING DRIVERS

The 'CCC' IDRs for EFH and EFIH reflect the highly leveraged capital structure, 
sufficient but declining liquidity, and currently constrained, but growing 
distributions and tax payments from Oncor Electric Delivery Company LLC (Oncor).
Fitch expects dividend distributions and corporate tax payments as the only 
principal source of cash flows for EFH/EFIH going forward. Fitch expects 
EFH/EFIH's FFO to consolidated debt to be in a 4%-6% range and FFO to interest 
ratio to be 0.7x-0.8x over 2013 - 2018, which is indicative of a 'CCC' IDR. 
Fitch's financial forecasts assume no tax implications for EFH due to any 
potential restructuring activities at Texas Competitive Electric Holdings 
Company LLC (TCEH). 

Combined liquidity at EFH/EFIH stood at $1.41 billion as of Dec. 31, 2012, which
includes the $680 million held in escrow to repay the remaining inter-company 
loans to TCEH. Looking forward, Fitch expects combined liquidity to be affected 
by reduced upstream dividend and cash tax payments from Oncor during 2013 - 2014
as a result of elevated capex and bonus depreciation benefits. Fitch expects 
liquidity to be adequate until 2016 given EFIH has capacity to issue an 
incremental $250 million in second lien debt and $400 million of unsecured debt 
based on current debt incurrence restrictions. Further liability management, 
refinancing of the current high cost debt, and/or equity infusion will be needed
to right size the capital structure and support liquidity at EFH/EFIH, in 
Fitch's view.

Fitch's assessment of the collateral valuation at EFH/ EFIH continues to depend 
solely on the value of Oncor Electric Delivery Holdings Company LLC's (Oncor 
Holdings) 80% ownership interest in Oncor. The recovery valuation for all 
classes of debt pursuant to the first lien debt exchange and unsecured notes 
exchange did not change, except for the untendered notes. Fitch's recovery 
analysis yields a 100% recovery for both the first lien and second lien debt. As
a result, Fitch has notched up the ratings for the first and second lien debt by
three notches to 'B/RR1'. Since the new notes issued in the unsecured notes 
exchange are pari passu to the notes being exchanged, there is no change in 
recovery ratings at that class of debt. There is also no change in recovery for 
EFH's legacy notes. 

WHAT COULD TRIGGER A RATING ACTION 

Change in Leverage at EFH/EFIH: Areduction in debt at EFH/EFIH will be positive 
for their credit profile. Any reduction in leverage through liability management
activities will be evaluated by Fitch based on the terms of the transaction and 
could lead to changes in the recovery analysis.

Lower Than Expected Cash Flows: A material shortfall in cash flows at EFH/EFIH 
versus Fitch's current expectations due to factors such as reduced dividends 
and/or corporate tax payments from Oncor, federal tax obligations triggered by a
potential restructuring at TCEH among other factors could lead to a downgrade in
the ratings of these entities. 

Change in Oncor's Valuation: Any change in Fitch's assessment of the valuation 
of Oncor due to reasons such as change in regulatory environment, any 
restriction placed on upstream dividend distribution, a change in electric sales
outlook etc. could lead to a change in recovery ratings for EFH/EFIH's debt 
instruments. 

Fitch has taken the following rating actions: 

EFH

-- IDR downgraded to 'RD' from 'CCC' and simultaneously upgraded to 'CCC';

-- 9.75% notes due 2019 downgraded to 'CCC/RR1' from 'B/RR1' and simultaneously 
downgraded to 'CC/RR6';

-- 10.000% notes due 2020 downgraded to 'CCC/RR1' from 'B/RR1' and 
simultaneously downgraded to 'CC/RR6';

-- Senior unsecured guaranteed notes affirmed at 'CCC+/RR3';

-- Senior unsecured non-guaranteed notes affirmed at 'CC/RR6'. 

EFIH

-- IDR downgraded to 'RD' from 'CCC' and simultaneously upgraded to 'CCC';

-- 9.75% notes due 2019 downgraded to 'CCC/RR1' from 'B/RR1' and simultaneously 
upgraded to 'CCC+/RR3;

-- Senior secured first lien debt not subject to DDE affirmed at 'B/RR1';

-- Senior secured second lien debt affirmed at 'B/RR1';

-- Senior toggle notes affirmed at 'CCC+/RR3'.
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