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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) - DECEMBER 22, 2004
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - (214) 812-4600
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 22, 2004, TXU Corp. amended its $500 million five-year
revolving credit facility with LOC 2003 Trust, a special purpose, wholly-owned
subsidiary of TXU Corp. ("LOC Trust"). On that date, LOC Trust, in turn, amended
its $500 million five-year revolving credit facility with Credit Suisse First
Boston, J.P. Morgan Securities, Inc. and Citibank, N.A. (the "Lenders"). Each
facility (together, the "Facility") was amended and restated primarily to
effectuate the following amendments. First, the amendment reduced the total
commitment of the Lenders under the Facility from $500 million to $425 million,
which amount represents the total amount currently outstanding under the
Facility. This amount is represented by $425 million of letters of credit. Also,
amounts repaid under the Facility can not be re-borrowed, and the amount and
maturity of any outstanding letter of credit can not be increased or extended,
respectively. Next, the amendment modified the maturity of the Facility from
July 15, 2008 to December 31, 2005. In addition, upon the signing of the
original Facility, TXU Corp. capitalized LOC Trust with approximately $525
million of cash, which LOC Trust used to collateralize its obligations to the
Lenders under the Facility. The amendment allowed for the release of the $525
million cash collateral to LOC Trust, which, in turn, released the same to TXU
Corp. TXU Corp. received the cash collateral on December 23, 2004 and intends to
use the cash for general corporate purposes. However, if the facility is not
repaid and terminated by January 14, 2005, then LOC Trust, and, in turn, TXU
Corp. must immediately reinstate the collateral. The obligation to reinstate the
collateral may be satisfied by the posting of cash or one or more letters of
credit issued under one of TXU Corp.'s subsidiaries' credit facilities. In light
of the reduction in the overall commitment, only approximately $450 million of
collateral would need to be posted if required. TXU Corp. currently expects that
it will repay and terminate the Facility on or before January 14, 2005.
Under the terms of the amended Facility, TXU Corp. has agreed to pay,
through LOC Trust, the Lenders a Facility fee on a quarterly basis. The amount
of the fee is dependant upon whether or not the Facility is collateralized. If
the Facility is not collateralized, the amount of the fee will be equal to 1.0%
of the daily average face amounts of all outstanding letters of credit, and if
the Facility is collateralized then the fee will be equal to 0.15% of the daily
average face amounts of all outstanding letters of credit.
The Facility matures on December 31, 2005, at which time all
outstanding amounts under the Facility will be due and payable. The amended and
restated Facility contains usual and customary covenants for credit facilities
of this type, including covenants limiting liens, mergers and substantial asset
sales or acquisitions. The Facility provides that TXU Corp. shall have
maintained an EBITDA (earnings before interest, taxes, depreciation and
amortization (as defined in the Facility)) to interest expenses ratio as of the
end of each fiscal quarter for the prior twelve months of no less than 2.00 to
1.00 and a consolidated senior debt (as defined in the Facility) to EBITDA as of
the end of each fiscal quarter for the prior twelve months of to no more than
6.25 to 1.00.
TXU Corp. has or may have had customary banking relationships with
each of the Lenders based on the provision of a variety of financial services,
including investment banking, underwriting, lending, commercial banking and
other advisory services. None of these services are material to TXU Corp.
individually or in the aggregate with respect to any individual Lender.
The foregoing summary of the amendments to the Facility is not
complete and is qualified in its entirety by reference to the actual amended and
restated credit agreements, which are included as Exhibits 10.1 and 10.2 hereto
and are hereby incorporated by reference into this Item 1.01.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information described in Item 1.01 above is hereby incorporated
by reference into this Item 2.03.
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FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements,
which are subject to various risks and uncertainties. Discussion of risks and
uncertainties that could cause actual results to differ materially from
management's current projections, forecasts, estimates and expectations is
contained in TXU Corp.'s SEC filings on Forms 10-K and 10-Q.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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10.1 Amended and Restated Credit Agreement, dated as of
December 22, 2004, by and among LOC 2003 Trust, Credit
Suisse First Boston, acting through its Cayman Islands
Branch, as administrative agent and collateral agent,
Credit Suisse First Boston, acting through its Cayman
Islands Branch, and J.P. Morgan Securities, Inc. as
co-lead arrangers and co-book managers, J.P. Morgan
Securities, Inc. as Syndication Agent and Citibank, N.A.,
as documentation agent.
10.2 Amended and Restated Credit Agreement, dated as of
December 22, 2004, between TXU Corp. and 2003 LOC Trust,
as lender.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TXU CORP.
By: /s/ Anthony Horton
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Name: Anthony Horton
Title: Senior Vice President
and Treasurer
Dated: December 29, 2004
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