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) – August 7, 2009
Energy Future Holdings Corp.
(Exact name of registrant as specified in its charter)
| Texas | 1-12833 | 75-2669310 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Energy Future Competitive Holdings Company
(Exact name of registrant as specified in its charter)
| Texas | 333-153529-02 | 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
(Registrant’s 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 registrant 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 7, 2009, Texas Competitive Electric Holdings Company LLC (“TCEH”), certain of its subsidiaries, and Energy Future Competitive Holdings Company (“EFC Holdings”), the parent company of TCEH, entered into an amendment (the “Amendment”) to the Credit Agreement, dated as of October 10, 2007, by and among EFC Holdings, TCEH, as borrower, Citibank, N.A., as administrative agent, and the various other lenders and parties thereto (the “Credit Agreement”). In the Amendment, TCEH agreed to reduce its existing first lien capacity under the Credit Agreement by $1.25 billion in exchange for the ability to issue up to an additional $4 billion of notes or loans ranking junior to TCEH’s first lien obligations, provided that:
| • | such notes or loans mature later than the latest maturity date of any of the initial term loans under the Credit Agreement, and |
| • | any net cash proceeds from any such issuances are used (x) in exchange for, or to refinance, repay, retire, refund or replace indebtedness of TCEH or (y) to acquire, directly or indirectly, all or substantially all of the property and assets or business of another person or to finance the purchase price, cost of design, acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of certain fixed or capital assets. |
In addition, the Amendment permits TCEH to, among other things:
| • | issue new secured notes or loans, which may include, in each case, indebtedness secured on a pari passu basis with the obligations under the Credit Agreement, so long as, in each case, among other things, the net cash proceeds from any such issuance are used to prepay certain loans under the Credit Agreement at par, and |
| • | agree with individual lenders to extend the maturity of their term loans or extend or refinance their revolving credit commitments under the Credit Agreement, and pay increased interest rates or otherwise modify the terms of their loans or revolving commitments in connection with such an extension. |
The Amendment further provides that any new debt that ranks junior to TCEH’s first lien obligations under the Credit Agreement will be excluded from the financial maintenance covenant under the Credit Agreement.
Other security agreements were amended and restated in connection with Amendment and these agreements (the “Amended and Restated Security Documents”) are being filed herewith. The Credit Agreement was initially filed with the Securities and Exchange Commission on November 14, 2007, as Exhibit 10.C to Energy Future Holdings Corp.’s Form 10-Q for the quarter ended September 30, 2007.
The foregoing description of the Amendment and the Amended and Restated Security Documents is not complete and is qualified in its entirety by reference to the copies thereof being filed herewith.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibit No. | Description | ||
| 10.1 | Amendment No. 1, dated as of August 7, 2009, to the $24,500,000,000 Credit Agreement dated as of October 10, 2007 among Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, as the Borrower, Citibank, N.A., as Administrative Agent, Goldman Sachs Credit Partners L.P. as Posting Agent, J. Aron & Company, as Posting Calculation Agent and the several lenders thereto from time to time. | |||
| 10.2 | Amended and Restated Collateral Agency and Intercreditor Agreement, dated as of October 10, 2007, as amended and restated as of August 7, 2009, among | |||
| Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, the subsidiary guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent, Credit Suisse Energy LLC, J. Aron & Company, Morgan Stanley Capital Group Inc., Citigroup Energy Inc., and each other secured commodity hedge counterparty from time to time party thereto, and any other person that becomes a secured party pursuant thereto. | ||||
10.3 | Amended and Restated Security Agreement, dated as of October 10, 2007, as amended and restated as of August 7, 2009, among Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, the subsidiary grantors party thereto, and Citibank, N.A., as collateral agent for the benefit of the secured parties under the $24,500,000,000 Credit Agreement. | |||
10.4 | Amended and Restated Pledge Agreement, dated as of October 10, 2007, as amended and restated as of August 7, 2009, among Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, the subsidiary pledgors party thereto, and Citibank, N.A., as collateral agent for the benefit of the secured parties under the $24,500,000,000 Credit Agreement. | |||
SIGNATURE
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 and Controller | |
| ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY | ||
/s/ Stanley J. Szlauderbach | ||
| Name: | Stanley J. Szlauderbach | |
| Title: | Senior Vice President and Controller | |
Dated: August 10, 2009
