UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) – June 13, 2014
Energy Future Holdings Corp.
(Exact name of registrant as specified in its charter)
| Texas | 1-12833 | 46-2488810 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Energy Future Intermediate Holding Company LLC
(Exact name of registrant as specified in its charter)
| Delaware | 1-34544 | 26-1191638 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Energy Future Competitive Holdings Company LLC
(Exact name of registrant as specified in its charter)
| Delaware | 1-34543 | 75-1837355 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201
(Address of principal executive offices, including zip code)
214-812-4600
(Registrants’ telephone number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
Each of Energy Future Holdings Corp. (“EFH Corp.”) and Energy Future Intermediate Holding Company LLC (“EFIH”) is filing only the information contained in Item 8.01 of this Current Report on Form 8-K and the information contained under the heading “Cautionary Note Regarding Forward-Looking Statements.” Energy Future Competitive Holdings Company LLC (“EFCH”) is furnishing only the information contained in Item 7.01 of this Current Report on Form 8-K and the information contained under the heading “Cautionary Note Regarding Forward-Looking Statements.”
Item 7.01. Regulation FD Disclosure.
Reference is made to the Current Reports on Form 8-K filed on May 12, 2014, May 27, 2014 and June 9, 2014 by EFH Corp., EFIH and EFCH regarding the offer (the “Offer”) by EFIH and EFIH Finance Inc. (together with EFIH, the “Issuer”) to holders of the Issuer’s outstanding 11% Senior Secured Second Lien Notes due 2021 and 11.750% Senior Secured Second Lien Notes due 2022 (collectively, the “EFIH Second Lien Notes”) to participate in a voluntary settlement with respect to the Issuer’s obligations under the EFIH Second Lien Notes held by such holders (such settlement, the “EFIH Second Lien Offer Settlement”). Reference is also made to that certain Restructuring Support and Lock-Up Agreement, dated as of April 29, 2014, as amended from time to time, and filed as an exhibit to the Annual Report on Form 10-K/A filed by EFH Corp. on May 1, 2014, pursuant to which, among other matters, certain holders of EFIH Second Lien Notes holding, in the aggregate, approximately 35% of the aggregate outstanding principal amount of EFIH Second Lien Notes (the “RSA EFIH Second Lien Note Parties”) agreed to a voluntary settlement with respect to the Issuer’s obligations under the EFIH Second Lien Notes held by the RSA EFIH Second Lien Note Parties (the “RSA EFIH Second Lien Settlement” and, together with the EFIH Second Lien Offer Settlement, the “EFIH Second Lien Settlement”).
As of June 11, 2014 (the “Early Participation Date”), after giving effect to the RSA EFIH Second Lien Settlement and the participation in the Offer as of such date, holders of the principal amounts and the percentages of outstanding principal amounts listed in the table below of each series of EFIH Second Lien Notes had agreed to participate in the EFIH Second Lien Settlement.
| Securities |
CUSIP Number(s) |
Aggregate Principal Amount Outstanding |
Aggregate Principal Amount Participating in Second Lien Settlement |
Percentage of Outstanding Principal Amount Participating in Second Lien Settlement | ||||||||||
| EFIH 11% Second Lien Notes |
29269QAB3 | $ | 406,392,000 | $ | 235,851,000 | 58% | ||||||||
| EFIH 11.750% Second Lien Notes |
|
29269QAD9 U29197AB3 |
|
$ | 1,750,000,000 | $ | 686,573,000 | 39% | ||||||
| Total EFIH Second Lien Notes |
$ | 2,156,392,000 | $ | 922,424,000 | 43% | |||||||||
The Offer will expire at 5:00 p.m., New York City time, on July 3, 2014, unless extended by the Issuer in its sole discretion. Accordingly, the principal amounts of EFIH Second Lien Notes and percentages of EFIH Second Lien Notes shown in the table above as participating in the EFIH Second Lien Settlement are subject to change. The Issuer does not intend to permit the offer period for the EFIH Second Lien Settlement to expire prior to the date the EFIH Second Lien Settlement is heard, and approved, by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any EFIH Second Lien Notes or to participate in the EFIH Second Lien Offer Settlement. The Offer is being made only pursuant to the offer to purchase and the related letter of transmittal distributed in connection with the Offer. The Offer is not being made available to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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Nothing in this Current Report on Form 8-K will constitute or be deemed to constitute a solicitation by any party of votes to approve or reject a Chapter 11 plan of reorganization. A solicitation with respect to votes to approve or reject a Chapter 11 plan of reorganization only may be commenced once a disclosure statement that complies with section 1125 of the United States Code, 11 U.S.C. §§101 et. seq. has been approved by the Bankruptcy Court.
Item 8.01. Other Events.
The information set forth under Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. All statements, other than statements of historical facts, are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although we believe that in making any such forward-looking statement our 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 under Item 1A, “Risk Factors” and the discussion under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Reports on Form 10-K (and in the corresponding sections of any subsequent Quarterly Reports on Form 10-Q) filed by each of EFH Corp., EFIH and EFCH and the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements:
| • | our ability to obtain the approval of the Bankruptcy Court with respect to motions filed in our ongoing bankruptcy proceedings, including with respect to the EFIH Second Lien Settlement; |
| • | the effectiveness of the overall restructuring activities pursuant to the bankruptcy filing and any additional strategies we employ to address our liquidity and capital resources; |
| • | the terms and conditions of any reorganization plan that is ultimately approved by the Bankruptcy Court; |
| • | the actions and decisions of creditors, regulators and other third parties that have an interest in the bankruptcy proceedings; |
| • | the duration of the bankruptcy proceedings; and |
| • | restrictions on us due to the terms of debtor-in-possession financing facilities and restrictions imposed by the Bankruptcy Court. |
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENERGY FUTURE HOLDINGS CORP. | ||
| /s/ Stanley J. Szlauderbach | ||
| Name: | Stanley J. Szlauderbach | |
| Title: | Senior Vice President & Controller | |
| ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC | ||
| /s/ Stanley J. Szlauderbach | ||
| Name: | Stanley J. Szlauderbach | |
| Title: | Senior Vice President & Controller | |
| ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC | ||
| /s/ Stanley J. Szlauderbach | ||
| Name: | Stanley J. Szlauderbach | |
| Title: | Senior Vice President & Controller | |
June 13, 2014
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