DALLAS, Oct. 5 /PRNewswire-FirstCall/ -- TXU Corp. announced today that it has received consents (coupled with tenders) from holders of a majority of the 4.80% Series O Senior Notes due 2009 of TXU Corp., considered as one class, and from holders of a majority of the 6.125% Senior Notes due 2008 and 7.000% Senior Notes due 2013 (collectively, the "Notes") of Texas Competitive Electric Holdings Company LLC ("TCEH"), considered together as one class, to adopt the proposed amendments and waivers (the "Proposed Amendments") to the terms of the applicable indentures under which the Notes were issued, to the officer's certificates related to the Notes and to the Notes themselves.
As of 5:00 p.m., New York City time, on October 5, 2007 (the "Consent Payment Deadline"), TXU Corp. had received consents and tenders for the following principal amounts of Notes: $995.7 million (or approximately 99.6% of the aggregate principal amount) of the 4.80% Series O Senior Notes due 2009 issued by TXU Corp., $246.9 million (or approximately 98.8% of the aggregate principal amount) of the 6.125% Senior Notes due 2008 issued by TCEH and $994.9 million (or approximately 99.5% of the aggregate principal amount) of the 7.000% Senior Notes due 2013 issued by TCEH.
The Consent Payment Deadline with respect to the tender offers and consent solicitations has now passed and withdrawal rights have terminated. Holders who have not already tendered their Notes may do so at any time at or prior to midnight, New York City time, on October 23, 2007, unless extended or earlier terminated by TXU Corp. (the "Offer Expiration Date"), but such holders will only be eligible to receive the applicable tender offer consideration for their Notes, which is an amount, paid in cash, equal to the applicable total consideration less the $30.00 consent payment. In each case, holders whose Notes are accepted for payment in the tender offers will receive accrued and unpaid interest in respect of such Notes from the last interest payment date prior to the applicable payment date to, but not including, the applicable payment date for Notes purchased in the tender offers.
It is expected that the supplemental indentures giving effect to the Proposed Amendments will be executed and become effective promptly. The Proposed Amendments will become operative immediately prior to the acceptance for payment of Notes tendered at or prior to the Consent Payment Deadline pursuant to the tender offers.
The tender offers and consent solicitations are being conducted in connection with the proposed merger of TXU Corp. with Texas Energy Future Merger Sub Corp, a wholly-owned subsidiary of Texas Energy Future Holdings Limited Partnership (the "Merger").
The tender offers and consent solicitations relating to the Notes are made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 25, 2007 (the "Offer to Purchase"), and the related Consent and Letter of Transmittal. The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including the Merger having occurred or the Merger occurring substantially concurrent with the initial payment date for the tender offers. Further details about the terms and conditions of the tender offers and the consent solicitations are set forth in the Offer to Purchase.
TXU Corp. has retained Goldman, Sachs & Co. and Banc of America Securities LLC to act as the dealer managers for the tender offers and solicitation agents for the consent solicitations. Goldman, Sachs & Co. may be contacted at (212) 357-0775 (collect) or (877) 686-5059 (toll-free) and Banc of America Securities LLC may be contacted at (704) 388-9217 (collect) and (888) 292-0070 (toll-free). Requests for documentation may be directed to Global Bondholder Services Corporation, the Information Agent, which can be contacted at (212) 430-3774 (for banks and brokers only) or (866) 804-2200 (for all others toll-free).
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to buy the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase, that have been previously distributed to holders of the Notes. The tender offers and consent solicitations are not being made to holders of Notes 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. In any jurisdiction in which the securities laws or blue sky laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations will be deemed to be made on behalf of TXU Corp. by one or more of the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About TXU Corp.
TXU Corp., a Dallas-based energy holding company, has a portfolio of competitive and regulated energy subsidiaries, primarily in Texas, including TXU Energy, Luminant and Oncor. TXU Energy is a competitive retailer that provides electricity and related services to 2.1 million electricity customers in Texas. Luminant is a competitive power generation business, including mining, wholesale marketing and trading, construction and development operations. Luminant has over 18,300 MW of generation capacity in Texas, including 2,300 MW of nuclear and 5,800 MW of coal-fueled generation capacity. Luminant is also the largest purchaser of wind-generated electricity in Texas and fifth largest in the United States. Oncor is a regulated electric distribution and transmission business that uses superior asset management skills to provide reliable electricity delivery to consumers. Oncor operates the largest distribution and transmission system in Texas, providing power to three million electric delivery points over more than 101,000 miles of distribution and 14,000 miles of transmission lines.
