Energy Future amends, again extends deadlines in exchange offers

By Jennifer Chiou

New York, Oct. 23 - Energy Future Holdings Corp. said it has once more extended the deadlines for the previously announced offers to exchange certain outstanding debt securities for up to $3 billion of new senior secured notes.

The exchange cap was also reduced from $4 billion of notes.

The company extended the consent date for the solicitations related to the offer and prolonged the offer itself to midnight ET on Nov. 10, meaning that those who tender will all receive the total consideration.

The early tender date and the consent date had each previously been extended to 5 p.m. ET on Oct. 23.

As already reported, the affected notes with an acceptance priority level of 1 include $1 billion of 5.55% series P senior notes due 2014; $750 million of 6½% series Q senior notes due 2024; $750 million of 6.55% series R senior notes due 2034; $2.65 billion of 11¼%/12% senior toggle notes due 2017; and $2 billion of 10 7/8% senior notes due 2017. In addition, notes with an acceptance priority level of 2 include the 10¼% senior notes due 2015 and the 10¼% senior series B notes due 2015 of Texas Competitive Electric Holdings Co. LLC and TCEH Finance, Inc.

The consent solicitations apply to the 5.55% series P notes, the 6½% series Q notes, the 6.55% series R notes, the 11¼%/12% senior toggle notes and the 10 7/8% notes. The company is seeking consents to eliminate substantially all of the restrictive covenants in the note indentures to eliminate certain events of default, modify covenants regarding mergers and consolidations and modify other procisions.

Of the $3 billion cap, the company will issue up to $1.35 billion of new 9¾% senior secured notes due 2019 from Energy Future Holdings and up to $1.65 billion of new 9¾% senior secured notes due 2019 from Energy Future Intermediate Holding.

The total consideration will be paid in 45% new Energy Future Holdings notes and 55% Energy Future Intermediate Holding notes.

For each $1,000 principal amount, the company will issue $710 of notes for the 5.55% series P notes; $475 for the 6½% series Q notes; $465 for the 6.55% series R notes; $660 for the 11¼%/12% senior toggle notes; and $745 for the 10 7/8% senior notes as well as $720 of notes for the 10¼% senior notes and 10¼% senior series B notes.

The purpose of the exchange offers is to reduce the outstanding principal amount and extend the weighted average maturity of the long-term debt of Energy Future and its subsidiaries, according to a prior news release.

The company is seeking consents from holders of a majority of the notes.

There is also a further cap of $1.5 billion of new notes in exchange for the priority level 2 notes.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Goldman, Sachs & Co. (800 828-3182 or 212 357-4692) are the lead dealer managers and the lead solicitation agents. Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., KKR Capital Markets LLC and Morgan Stanley & Co. Inc. are also acting as dealer managers and solicitation agents.

Global Bondholder Services Corp. (866 387-1500 or 212 430-3774) is the information agent.

Energy Future is a Dallas-based energy holding company.

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