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8-K - FORM 8-K - ONCOR ELECTRIC DELIVERY CO LLC | d75986e8vk.htm |
Exhibit 99.1
News Release
For more information, contact: Chris Schein, Oncor Communications, 877.426.1616
Oncor Announces Exchange Offer
DALLAS (Sept. 8, 2010) Oncor announced today the commencement of a private offer to
exchange (1) up to $350,000,000 aggregate principal amount of Oncors outstanding 6.375% Senior
Secured Notes due 2012 (the 2012 Notes) held by Eligible Holders for a new series of senior
secured notes due 2017 (the 2017 Notes); and (2) up to $325,000,000 aggregate principal amount of
its outstanding 5.95% Senior Secured Notes due 2013 (the 2013 Notes and, together with the 2012
Notes, the Existing Notes) for a new series of senior secured notes due 2020 (the 2020 Notes
and, together with the 2017 Notes, the New Notes). If more than $350,000,000 aggregate principal
amount of the 2012 Notes and more than up to $325,000,000 aggregate principal amount of the 2013
Notes are validly tendered and not validly withdrawn, then Oncor will accept such tenders on a pro
rata basis among the tendering Eligible Holders.
The exchange offer is being conducted upon the terms and subject to the conditions set forth in an
offering memorandum and the related letter of transmittal. The exchange offer is only made, and
copies of the offering documents will only be made available, to a holder of the Existing Notes who
has certified its status as (1) a qualified institutional buyer under Rule 144A under the
Securities Act of 1933, or (2) a person who is not a U.S. person as defined under Regulation S
under the Securities Act of 1933 (each, an Eligible Holder).
For Eligible Holders of Existing Notes who tender their Existing Notes at or before 5:00 p.m. New
York City time on September 21, 2010, subject to any extension by Oncor (the Early Participation
Date), Oncor is offering (1) to Eligible Holders of the 2012 Notes a consideration of $970
aggregate principal amount of 2017 Notes for each $1,000 principal amount exchanged, plus an early
exchange premium of $30 aggregate principal amount of 2017 Notes for each $1,000 principal amount
exchanged; and (2) to Eligible Holders of the 2013 Notes a consideration of $970 aggregate
principal amount of 2020 Notes for each $1,000 principal amount exchanged, plus an early exchange
premium of $30 aggregate principal amount of 2020 Notes for each $1,000 principal amount exchanged.
Eligible Holders who validly tender Existing Notes after the Early Participation Date, but at or
prior to the termination of the exchange offer, will receive the applicable consideration described
above minus the applicable early exchange premium.
The exchange offer will expire at 11:59 p.m., New York City time, on October 5, 2010, unless
extended by Oncor. Tenders of Existing Notes submitted in the exchange offer may be validly
withdrawn at any time prior to 5:00 p.m. New York City time on September 21, 2010 (the Withdrawal
Date), and such tenders will be irrevocable thereafter, except in certain limited circumstances
where additional withdrawal rights are required by law.
Consummation of the exchange offer is subject to a number of conditions, including the issuance of
the original New Notes and the absence of certain adverse legal and market developments. Oncor
will not receive any cash proceeds from the exchange offer.
The New Notes have not been registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States absent registration or an applicable exemption from
such registration requirements.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of
the foregoing notes. The exchange offer is being made solely by the offering memorandum and
related letter of transmittal and only to such persons and in such jurisdictions as is permitted
under applicable law. This announcement is being issued pursuant to and in accordance with Rule
135c under the Securities Act of 1933.
Documents relating to the exchange offer will only be distributed to holders of Existing Notes who
complete and return a letter of eligibility confirming that they are Eligible Holders.
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