By Angela McDaniels
Tacoma, Wash., Jan. 30 - Energy Future Holdings Corp. announced the results of Energy Future Intermediate Holding Co. LLC and EFIH Finance Inc.'s private exchange offers in an 8-K filing with the Securities and Exchange Commission.
The first exchange offers were for Energy Future Holdings' 9¾% senior secured notes due 2019, its 10% senior secured notes due 2020 and Energy Future Intermediate Holding and EFIH's 9¾% senior secured notes due 2019. In exchange, holders were offered up to $1.3 billion principal amount of new 10% senior secured notes due Dec. 1, 2020 issued by Energy Future Intermediate Holding and EFIH.
The second set of offers were for Energy Future Holdings' 10 7/8% senior notes due 2017 and 11¼%/12% senior toggle notes due 2017. Holders were offered up to $124 million principal amount of 11¼%/12¼% senior toggle notes due Dec. 1, 2018 issued by Energy Future Intermediate Holding and EFIH.
The results are noted in the table below.
For each $1,000 principal amount of notes exchanged, holders will receive $970 for both series of 9¾% notes, par for the 10% notes, $995 for the 10 7/8% notes and $995 for the toggle notes. These exchange amounts include a $50.00 early tender payment for each note tendered by the early deadline, 5 p.m. ET on Jan. 8.
The exchange offers began on Dec. 21 and ended at 5 p.m. ET on Jan. 24. They settled on Jan. 29.
The company also previously said it exchanged $157.38 million of old notes for new debt in privately negotiated transactions.
Energy Future Intermediate and EFIH Finance issued $159,032,000 principal amount of new toggle notes in exchange for $38.5 million principal amount of 10 7/8% notes and $118,883,056 principal amount of old toggle notes including accrued interest.
Consent solicitation
The companies also solicited consents to amend the 9¾% notes and 10% notes to delete substantially all of the restrictive covenants, some events of default and provisions relating to defeasance and collateral and security, modify covenants regarding mergers and consolidations and modify or eliminate limitations on the making of restricted payments and the incurrence of debt and liens.
Enough consents were received to make the amendments. In addition, Energy Future Intermediate Holding and Energy Future Competitive Holdings Co. were released as guarantors under the Energy Future Holdings 9¾% notes and the 10% notes, and the collateral securing both series of 9¾% notes and the 10% notes was released.
Holders could not tender their notes in the offers without delivering their consents or vice versa.
New notes
In total, the issuers issued $1,302,106,000 of the new 10% notes and $63.93 million of the new toggle notes.
The new 10% notes are callable at specified redemption prices beginning Dec. 1, 2015. Before that time, they are callable at par plus a make-whole premium. In addition, the issuers have an equity claw-back option for up to 35% of the notes at 110% of par before Dec. 1, 2013.
Until June 1, 2016, the new toggle notes are payable entirely in cash, entirely in kind or 50% in cash and 50% in kind.
The new toggle notes are callable at specified redemption prices beginning Dec. 1, 2014. Before that time, they are callable at par plus a make-whole premium. In addition, the issuers have an equity claw-back option for up to 35% of the notes at 111.25% of par before Dec. 1, 2014.
The issuers must offer to buy back the new notes at 101% of par upon a change of control.
Energy Future Holding, formerly TXU Corp., is a Dallas-based regulated utility and power generation company.
Energy Future exchange offers
| Notes | Amount outstanding | Amount tendered | Percentage tendered
|
| 9¾% senior secured notes due 2019 | $115,446,000 | $112,988,000 | 97.87%
|
| 10% senior secured notes due 2020 | $1,060,757,000 | $1,057,656,000 | 99.71%
|
| 9¾% senior secured notes due 2019 | $141,083,000 | $139,068,000 | 98.57%
|
| 10 | 7/8% senior notes due 2017 | $64,135,000 | $30,876,000 | 48.14%
|
| 11¼%/12% senior toggle notes due 2017 | $60,329,699 | $33,406,721 | 55.37%
|
|
|
| New notes
|
| Issuers: | Energy Future Intermediate Holding Co. LLC and EFIH Finance Inc.
|
| Issue: | Senior secured notes
|
| Amount: | $1,302,106,000
|
| Maturity: | Dec. 1, 2020
|
| Coupon: | 10%
|
| Call option: | At specified redemption prices beginning Dec. 1, 2015; before that at par plus make-whole premium
|
| Equity claw-back: | For up to 35% of notes at 110% of par before Dec. 1, 2013
|
|
|
| Issuers: | Energy Future Intermediate Holding Co. LLC and EFIH Finance Inc.
|
| Issue: | Senior toggle notes
|
| Amount: | $63.93 million
|
| Maturity: | Dec. 1, 2018
|
| Coupon: | 11¼% in cash or 12¼% in kind; payable in cash, in kind or 50/50 until June 1, 2016
|
| Call option: | At specified redemption prices beginning Dec. 1, 2014; before that at par plus make-whole premium
|
| Equity claw-back: | For up to 35% of notes at 111.25% of par before Dec. 1, 2014
|
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