Exhibit 99(b)
NextEra Energy, Inc.
EFH Merger Co., LLC
700 Universe Blvd.
Juno Beach, FL 33408
July 7, 2017
VIA EMAIL AND FEDERAL EXPRESS
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| To: | Energy Future Holdings Corp. |
| | Energy Future Intermediate Holding Company LLC |
| | Energy Plaza |
| | 1601 Bryan Street |
| | Dallas, TX 75201 |
| | Attn: General Counsel |
| | Email: awright@energyfutureholdings.com |
Re: Notice of Termination of the Agreement and Plan of Merger
Andrew:
Reference is made to that certain Agreement and Plan of Merger, dated July 29, 2016 (as amended on September 18, 2016, the “Merger Agreement”), by and among Energy Future Holdings Corp. (the “Company”), Energy Future Intermediate Holding Company LLC (“EFIH”), NextEra Energy, Inc. (“Parent”), and EFH Merger Co., LLC (“Merger Sub”).1
We are in receipt of your letter, dated July 6, 2017, titled “Termination of the Agreement and Plan of Merger” in which the Company and EFIH (acting together) purport to terminate the Merger Agreement pursuant to Sections 8.2(a) and Section 8.3 thereof. We are also in receipt of your letter, dated July 7, 2017, titled “Termination of the Plan Support Agreement.”
Parent and Merger Sub acknowledge termination of the Merger Agreement by the Company and EFIH (acting together) pursuant to Section 8.2(a) thereof. Parent and Merger Sub likewise acknowledge termination of the Amended PSA, the Oncor Letter Agreement, the Tax Matters Agreement (with respect to Parent and Merger Sub), and that certain letter, dated October 31, 2016, from the Company to Parent regarding the Investor Rights Agreement, and the voiding of the Transition Services Agreement.
1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Merger Agreement.
Energy Future Holdings Corp.
Energy Future Intermediate Holding Company LLC
July 7, 2017
Page 2
Parent and Merger Sub do not agree that the claimed termination of the Merger Agreement pursuant to Section 8.3 thereof represents a valid or effective termination of the Merger Agreement. Parent and Merger Sub likewise dispute any assertion that “any other bases for termination of the Merger Agreement” by the Company or EFIH exist. With the exception of the termination of the Merger Agreement by the Company and EFIH (acting together) pursuant to Section 8.2(a) of the Merger Agreement, which Parent and Merger Sub hereby acknowledge, Parent and Merger Sub hereby expressly reserve their rights in all respects.
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| Very truly yours, |
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| NEXTERA ENERGY, INC. |
| By: | MARK HICKSON |
| Name: | Mark Hickson |
| Title: | Executive Vice President |
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| EFH MERGER CO., LLC |
| By: | MARK HICKSON |
| Name: | Mark Hickson |
| Title: | Authorized Signatory |
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| cc: | Kirkland & Ellis LLP |
| | 600 Travis St. Suite 3300 |
| | Houston, TX 77002 |
| | Attn: Andrew Calder, John Pitts |
| | Email: Andrew.calder@kirkland.com; john.pitts@kirkland.com |
Energy Future Holdings Corp.
Energy Future Intermediate Holding Company LLC
July 7, 2017
Page 3
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| | Kirkland & Ellis LLP |
| | 300 North LaSalle |
| | Chicago, IL 60654 |
| | Attn: James Sprayregen, Marc Kieselstein, Chad Husnick |
| | Email: jsprayregen@kirkland.com; mkieselstein@kirkland.com; chusnick@kirkland.com |
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| | Kirkland & Ellis LLP |
| | 601 Lexington Avenue |
| | New York, NY 10022 |
| | Attn: Edward Sassower |
| | Email: edward.sassower@kirkland.com |
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| | Norton Rose Fulbright US LLP |
| | 1301 Avenue of the Americas |
| | New York, NY 10019 |
| | Attn: Howard Seife, William Greason, Andrew Rosenblatt |
| | Email: howard.seife@nortonrosefulbright.com; william.greason@nortonrosefulbright.com; andrew.rosenblatt@nortonrosefulbright.com |
