-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IO4B16I1I9Z1f4GNN/0Bwbe0rzXugT5yxMWwQxge7b/n7Pyn9Gcos8f8Ab1ttQ2j RVklf9AMqCHx42Kt7yuoig== 0001193125-09-203400.txt : 20091005 0001193125-09-203400.hdr.sgml : 20091005 20091005143130 ACCESSION NUMBER: 0001193125-09-203400 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091005 DATE AS OF CHANGE: 20091005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU Energy Solutions Co LLC CENTRAL INDEX KEY: 0001445366 IRS NUMBER: 260022193 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-26 FILM NUMBER: 091105135 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU Energy Retail Management Co LLC CENTRAL INDEX KEY: 0001445367 IRS NUMBER: 260022145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-25 FILM NUMBER: 091105134 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU Energy Retail Co LLC CENTRAL INDEX KEY: 0001445368 IRS NUMBER: 260494257 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-24 FILM NUMBER: 091105133 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU Chilled Water Solutions Co CENTRAL INDEX KEY: 0001445369 IRS NUMBER: 752808730 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-23 FILM NUMBER: 091105132 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tradinghouse Power Co LLC CENTRAL INDEX KEY: 0001445370 IRS NUMBER: 752967804 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-22 FILM NUMBER: 091105131 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tradinghouse 3 & 4 Power Co LLC CENTRAL INDEX KEY: 0001445371 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-21 FILM NUMBER: 091105130 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sandow Power Co LLC CENTRAL INDEX KEY: 0001445372 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-20 FILM NUMBER: 091105129 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oak Grove Power Co LLC CENTRAL INDEX KEY: 0001445373 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-19 FILM NUMBER: 091105128 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oak Grove Mining Co LLC CENTRAL INDEX KEY: 0001445374 IRS NUMBER: 208516181 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-18 FILM NUMBER: 091105127 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oak Grove Management Co LLC CENTRAL INDEX KEY: 0001445375 IRS NUMBER: 542127719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-17 FILM NUMBER: 091105126 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCA Resources Development Co LLC CENTRAL INDEX KEY: 0001445376 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-16 FILM NUMBER: 091105125 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgan Creek 7 Power Co LLC CENTRAL INDEX KEY: 0001445377 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-36 FILM NUMBER: 091105124 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Monticello 4 Power Co LLC CENTRAL INDEX KEY: 0001445378 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-35 FILM NUMBER: 091105123 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Martin Lake 4 Power Co LLC CENTRAL INDEX KEY: 0001445379 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-34 FILM NUMBER: 091105122 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Renewables Co LLC CENTRAL INDEX KEY: 0001445380 IRS NUMBER: 203007585 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-15 FILM NUMBER: 091105121 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Power Services Co CENTRAL INDEX KEY: 0001445381 IRS NUMBER: 743195081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-14 FILM NUMBER: 091105120 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Mining Services Co CENTRAL INDEX KEY: 0001445382 IRS NUMBER: 743195084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-13 FILM NUMBER: 091105119 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Mining Co LLC CENTRAL INDEX KEY: 0001445383 IRS NUMBER: 752967821 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-12 FILM NUMBER: 091105118 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Mineral Development Co LLC CENTRAL INDEX KEY: 0001445385 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-11 FILM NUMBER: 091105117 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Holding Co LLC CENTRAL INDEX KEY: 0001445386 IRS NUMBER: 542127719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-10 FILM NUMBER: 091105116 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Generation Co LLC CENTRAL INDEX KEY: 0001445387 IRS NUMBER: 752967820 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-09 FILM NUMBER: 091105115 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant ET Services Co CENTRAL INDEX KEY: 0001445391 IRS NUMBER: 752967835 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-08 FILM NUMBER: 091105114 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Energy Trading California Co CENTRAL INDEX KEY: 0001445392 IRS NUMBER: 752723853 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-07 FILM NUMBER: 091105113 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Energy Services Co CENTRAL INDEX KEY: 0001445393 IRS NUMBER: 743195086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-06 FILM NUMBER: 091105112 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Energy Co LLC CENTRAL INDEX KEY: 0001445394 IRS NUMBER: 260022234 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-05 FILM NUMBER: 091105111 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luminant Big Brown Mining Co LLC CENTRAL INDEX KEY: 0001445395 IRS NUMBER: 753006803 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-04 FILM NUMBER: 091105110 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lake Creek 3 Power Co LLC CENTRAL INDEX KEY: 0001445396 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-03 FILM NUMBER: 091105109 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Generation SVC Co CENTRAL INDEX KEY: 0001445397 IRS NUMBER: 450470622 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-02 FILM NUMBER: 091105108 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCEH Finance, Inc. CENTRAL INDEX KEY: 0001445553 IRS NUMBER: 262137715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-01 FILM NUMBER: 091105107 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Future Competitive Holdings CO CENTRAL INDEX KEY: 0001445049 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 751837355 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-44 FILM NUMBER: 091105150 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Generation MT Co LLC CENTRAL INDEX KEY: 0001445347 IRS NUMBER: 752967818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-43 FILM NUMBER: 091105149 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DFW Midstream Services LLC CENTRAL INDEX KEY: 0001445348 IRS NUMBER: 752967817 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-42 FILM NUMBER: 091105148 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Decordova Power Co LLC CENTRAL INDEX KEY: 0001445349 IRS NUMBER: 752967797 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-41 FILM NUMBER: 091105147 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Collin Power Co LLC CENTRAL INDEX KEY: 0001445350 IRS NUMBER: 542127719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-40 FILM NUMBER: 091105146 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Big Brown Power Co LLC CENTRAL INDEX KEY: 0001445351 IRS NUMBER: 752967823 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-39 FILM NUMBER: 091105145 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Big Brown Lignite Co LLC CENTRAL INDEX KEY: 0001445352 IRS NUMBER: 522364247 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-38 FILM NUMBER: 091105144 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Big Brown 3 Power Co LLC CENTRAL INDEX KEY: 0001445353 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-37 FILM NUMBER: 091105143 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wichita/Victory Ave., LLC CENTRAL INDEX KEY: 0001445359 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-33 FILM NUMBER: 091105142 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Valley Power Co LLC CENTRAL INDEX KEY: 0001445360 IRS NUMBER: 542127719 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-32 FILM NUMBER: 091105141 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Valley NG Power Co LLC CENTRAL INDEX KEY: 0001445361 IRS NUMBER: 752967820 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-31 FILM NUMBER: 091105140 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU SESCO Energy Services Co CENTRAL INDEX KEY: 0001445362 IRS NUMBER: 752959527 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-30 FILM NUMBER: 091105139 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU SESCO Co LLC CENTRAL INDEX KEY: 0001445363 IRS NUMBER: 820539333 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-29 FILM NUMBER: 091105138 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU SEM Co CENTRAL INDEX KEY: 0001445364 IRS NUMBER: 752795541 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-28 FILM NUMBER: 091105137 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU Retail Services Co CENTRAL INDEX KEY: 0001445365 IRS NUMBER: 205872839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057-27 FILM NUMBER: 091105136 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Texas Competitive Electric Holdings CO LLC CENTRAL INDEX KEY: 0001263050 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 751837355 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157057 FILM NUMBER: 091105106 BUSINESS ADDRESS: STREET 1: 1601 BRYAN ST. CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 812-6030 MAIL ADDRESS: STREET 1: 1601 BRYAN ST. CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TXU ENERGY CO LLC DATE OF NAME CHANGE: 20030909 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT NO.4 Prospectus Supplement No.4

Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-157057, 333-157057-01 to 333-157057-44

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

TCEH FINANCE, INC.

SUPPLEMENT NO. 4 TO

MARKET MAKING PROSPECTUS DATED

JUNE 16, 2009

THE DATE OF THIS SUPPLEMENT IS OCTOBER 5, 2009

On October 5, 2009, the registrant parent guarantor, Energy Future Competitive Holdings Company, filed

the attached Current Report on Form 8-K with the Securities and Exchange Commission.


 

 

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) – October 5, 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

(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):

 

x 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 8.01. Other Events.

Exchange Offers and Consent Solicitations

On October 5, 2009, Energy Future Holdings Corp. (“EFH Corp.”) and Energy Future Competitive Holdings Company (“EFCH”) filed with the Securities and Exchange Commission a registration statement on Form S-4 relating to exchange offers for outstanding debt securities of EFH Corp. and Texas Competitive Electric Holdings Company LLC (“TCEH”), a wholly-owned indirect subsidiary of EFH Corp., and consent solicitations for outstanding debt securities of EFH Corp. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of EFH Corp. dated October 5, 2009, announcing such exchange offers and such consent solicitations. The information set forth below is contained in the prospectus that forms a part of the registration statement.

Credit Ratings Downgrade

In August 2009, Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (a credit rating agency) (“S&P”), placed the credit ratings for EFH Corp. and its unregulated subsidiaries on “negative outlook,” citing its expectation that EFH Corp. and TCEH are likely to exercise the payment-in-kind option on their respective toggle notes for the interest period effective October 2009 through April 2010, which will increase EFH Corp.’s risk of refinancing its and its subsidiaries’ long-term debt.

A credit rating reflects only the view of a rating agency, and is not a recommendation to buy, sell or hold securities. Credit ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Long-Term Hedging Program

As previously reported, TCEH has a long-term hedging program designed to reduce exposure to changes in future electricity prices due to changes in the price of natural gas. Under the program, TCEH has entered into market transactions involving natural gas-related financial instruments.

Changes in the fair value of the instruments in the long-term hedging program are being recorded as unrealized gains and losses in net income, which has and could continue to result in significant volatility in reported net income. Based on the size of the long-term hedging program as of August 31, 2009, a $1.00/MMBtu change in natural gas prices across the five-year hedged period would result in the recognition of up to approximately $1.8 billion in pretax unrealized mark-to-market gains or losses.

The unrealized mark-to-market net gain related to the long-term hedging program for the eight months ended August 31, 2009 totaled $1.195 billion due to a net decrease in the forward prices of natural gas. Given the volatility of natural gas prices, it is not possible to predict future reported unrealized mark-to-market gains or losses and the actual gains or losses that will ultimately be realized upon settlement of the hedge positions in future years. If natural gas prices at settlement are lower than the prices of the hedge positions, the hedges are expected to mitigate the otherwise negative effect on earnings of lower wholesale electricity prices. However, if natural gas prices at settlement are higher than the prices of the hedge positions, the hedges are expected to dampen the otherwise positive effect on earnings of higher wholesale electricity prices and will in this context be viewed as having resulted in an opportunity cost. The cumulative unrealized mark-to-market net gain related to positions in the long-term hedging program totaled $2.067 billion, $1.537 billion and $871 million at August 31, 2009, June 30, 2009 and December 31, 2008, respectively. These values can change materially as market conditions change.

Sandow Consent Decree

As previously reported, an affiliate of each of EFH Corp. and EFCH (such affiliate, “Sandow Power”) is developing a lignite-fueled generation facility (the “Sandow 5 Unit”) at a site near Rockdale, Texas known as Sandow. In early July 2009, the Sandow 5 Unit synchronized to the ERCOT power grid and produced power for sale to third parties.

In connection with the acquisition of the development rights to the Sandow 5 Unit, Sandow Power became a party to a federal consent decree with, among others, the U.S. Department of Justice in August 2007 (the “Consent Decree”). A 2007 federal court order that was merged into the Consent Decree requires that, among other things, the Sandow 5 Unit achieve commercial operation (as defined in the Consent Decree) and meet certain emission-related deadlines by August 31, 2009. The Sandow 5 Unit met the commercial operation deadline by synchronizing to the ERCOT grid in early July 2009. However, due to unforeseen weather events and equipment malfunctions experienced during commissioning and start-up activities, the Sandow 5 Unit was not able to meet the emission-related deadlines by August 31, 2009. Under the terms of the Consent Decree, Sandow Power may request an extension to these deadlines for certain force majeure events (including such events as the weather events and equipment malfunctions described above). On July 14, 2009, pursuant to these provisions, Sandow Power submitted its force majeure


request and ultimately requested a 75-day extension beginning on August 31, 2009. On August 18, 2009, the Department of Justice rejected Sandow Power’s force majeure request. On August 24 and 25, 2009, Sandow Power filed motions asking the federal district court that presides over the Consent Decree to resolve the parties’ differences regarding the proper interpretation of the Consent Decree deadlines and the validity of Sandow Power’s force majeure request. The federal district court held a hearing on these issues on September 10, 2009. On September 14, 2009, the federal district court granted Sandow Power’s request for force majeure relief and gave Sandow Power an additional sixty-one (61) days from August 31, 2009 to achieve compliance with the applicable Consent Decree deadlines.

Forward-Looking Statements

The information set forth in this report and in Exhibit 99.1 contains forward-looking statements, which are subject to various risks and uncertainties that could cause actual results to differ materially from management’s current projections, forecasts, estimates and expectations. All statements, other than statements of historical facts, that are included in this current report that address activities, events or developments that EFH Corp. or EFCH expect or anticipate to occur in the future (often, but not always, through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” and “outlook”), are forward-looking statements. Although EFH Corp. and EFCH believe that in making any such forward-looking statement their 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 in EFH Corp.’s and EFCH’s reports filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Forward-Looking Statements” contained therein).

 

Item 9.01. Financial Statements and Exhibits.

 

(d)   

Exhibit No.

  

Description

   99.1    Press Release dated October 5, 2009


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: October 5, 2009


Exhibit 99.1

News Release

LOGO

 

    FOR IMMEDIATE RELEASE
     

Energy Future Holdings Corp. and

Energy Future Intermediate Holding Company LLC

Announce Exchange Offers for Debt Securities of

Energy Future Holdings Corp. and

Texas Competitive Electric Holdings Company LLC and

Related Consent Solicitations

DALLAS – October 5, 2009 – Energy Future Holdings Corp. (“EFH Corp.”) announced today that it and its direct, wholly owned subsidiary, Energy Future Intermediate Holding Company LLC (“EFIH”), and EFIH’s direct, wholly owned subsidiary, EFIH Finance Inc. (“EFIH Finance” and, together with EFH Corp. and EFIH, the “Offerors”), are commencing exchange offers (the “Exchange Offers”) to exchange outstanding debt securities listed in the table below (collectively, the “Old Notes”) for up to $4.0 billion of new senior secured notes to be issued by EFH Corp. and/or EFIH and EFIH Finance (EFIH and EFIH Finance together, the “EFIH Offerors”), upon the terms and subject to the conditions set forth in the prospectus relating to the Exchange Offers (the “Prospectus”) and the related Consent and Letter of Transmittal. The purpose of the Exchange Offers is to reduce the outstanding principal amount and extend the weighted average maturity of the long-term debt of EFH Corp. and its subsidiaries.

Concurrent with the Exchange Offers, and upon the terms and subject to the conditions more fully described in the Prospectus and the related Consent and Letter of Transmittal, EFH Corp. is soliciting (the “Consent Solicitations”) consents (the “Consents”) from holders of Consent Notes (as defined below) to certain proposed amendments (the “Proposed Amendments”), which are summarized below.

If the requisite Consents with respect to the 2017 Notes Indenture (as defined below) are received, the Offerors will issue and exchange in the Exchange Offers up to $4.0 billion aggregate principal amount of 9.75% Senior Secured Notes due 2019 of EFH Corp. (the “New EFH Senior Secured Notes”) and/or 9.75% Senior Secured Notes due 2019 of the EFIH Offerors (the “New EFIH Senior Secured Notes” and, together with the New EFH Senior Secured Notes, the “New Senior Secured Notes”). If the requisite Consents with respect to the 2017 Notes Indenture are not received, the Offerors will issue and exchange in the Exchange Offers up to $3.0 billion aggregate principal amount of New Senior Secured Notes. The maximum principal amount of New Senior Secured Notes issuable in the Exchange Offers, in either case, is referred to herein as the “Maximum Exchange Amount.”

 

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CUSIP/ISIN

   Outstanding
Principal
Amount
(in millions)
  

Issuer

  

Title of Old

Notes

   Acceptance
Priority Level
   Total
Consideration
if Tendered
at or Prior to
the Early
Tender Date
   Exchange
Consideration
if Tendered
After the
Early
Tender Date
and at or Prior
to the
Expiration Date

873168 AL2 /

US873168 AL29

   $ 1,000    EFH Corp.    5.55% Series P Senior Notes due 2014    1    $ 710.00    $ 680.00

873168 AN8 /

US873168 AN84

873168 AM0 /

US873168 AM02

   $ 750    EFH Corp.    6.50% Series Q Senior Notes due 2024    1    $ 475.00    $ 445.00

873168 AQ1 /

US873168 AQ16

   $ 750    EFH Corp.    6.55% Series R Senior Notes due 2034    1    $ 465.00    $ 435.00

292680 AD7 /

US292680 AD70

   $ 2,650    EFH Corp.    11.250%/12.000% Senior Toggle Notes due 2017    1    $ 660.00    $ 630.00

292680 AC9 /

US292680 AC97

292680 AA3 /

US292680 AA32

   $ 2,000    EFH Corp.    10.875% Senior Notes due 2017    1    $ 745.00    $ 715.00

882330 AF0 /

US882330 AF05

U88235 AC7 /

USU88235 AC76

   $ 3,000    Texas Competitive Electric Holdings Company LLC (“TCEH”)
TCEH Finance, Inc.
   10.25% Senior Notes due 2015    2    $ 720.00    $ 690.00

882330 AG8 /

US882330AG87

882330 AC7 /

US882330 AC73

   $ 2,000    TCEH
TCEH Finance, Inc.
   10.25% Senior Notes due 2015, Series B    2    $ 720.00    $ 690.00

 

2


Upon the terms and subject to the conditions of the Exchange Offers, including the acceptance priority levels described herein, the Maximum Exchange Amount and the Priority Level 2 Cap (as defined below) and the possible prorations resulting therefrom, in exchange for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn), the participating holders of Old Notes will be eligible to receive the applicable consideration provided in the table above. The applicable consideration will be payable 45% in New EFH Senior Secured Notes and 55% in New EFIH Senior Secured Notes unless the requisite Consents with respect to each of the Legacy Notes Indentures (as defined below) are received, in which case, the applicable consideration will be payable entirely in New EFH Senior Secured Notes. The Offerors will not accept any tender of Old Notes that would result in the issuance of less than $2,000 principal amount of New EFH Senior Secured Notes or New EFIH Senior Secured Notes to a participating holder. Furthermore, the aggregate principal amount of New EFH Senior Secured Notes or New EFIH Senior Secured Notes issued to each participating holder for all Old Notes validly tendered (and not validly withdrawn) will be rounded down, if necessary, to $2,000 or the nearest whole multiple of $1,000 in excess thereof. The rounded amount will be the principal amount of New Senior Secured Notes a participating holder will receive, and no additional cash will be paid in lieu of any principal amount of New Senior Secured Notes not received as a result of such rounding down.

1. Terms of the Consent Solicitations

a. The Consent Notes

EFH Corp. is soliciting Consents with respect to:

 

   

the Indenture, dated as of November 1, 2004, by and between EFH Corp. and The Bank of New York Mellon (“BONYM”), as trustee, pursuant to which the 5.55% Series P Senior Notes due 2014 were issued (the “Series P Notes Indenture”);

 

   

the Indenture, dated as of November 1, 2004, by and between EFH Corp. and BONYM, as trustee, pursuant to which the 6.50% Series Q Senior Notes due 2024 were issued (the “Series Q Notes Indenture”);

 

   

the Indenture, dated as of November 1, 2004, by and between EFH Corp. and BONYM, as trustee, pursuant to which the 6.55% Series R Senior Notes due 2034 were issued (the “Series R Notes Indenture” and, collectively with the Series P Notes Indenture and the Series Q Notes Indenture, the “Legacy Notes Indentures,” and the Old Notes issued thereunder, collectively, the “Legacy Notes”); and

 

   

the Indenture, dated as of October 31, 2007, by and among EFH Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the 10.875% Senior Notes due 2017 and the 11.250%/12.000% Senior Toggle Notes due 2017 were issued, as amended and supplemented by the first and second supplemental indentures thereto (the “2017 Notes Indenture,” and the Old Notes issued thereunder, collectively, the “2017 Notes”).

In this press release, the Legacy Notes and the 2017 Notes are collectively referred to as the “Consent Notes,” and the Legacy Notes Indentures and the 2017 Notes Indenture are collectively referred to as the “Consent Notes Indentures.”

Consent Notes validly tendered pursuant to the Exchange Offers (and not validly withdrawn) at or prior to the Consent Date (as defined below) will be deemed to include Consents to the Proposed Amendments. Holders may not validly tender Consent Notes in the Exchange Offers at or prior to the Consent Date without delivering the related Consents in the Consent Solicitations, but holders may tender Consent Notes after the Consent Date and at or prior to the Expiration Date (as defined below) without delivering Consents with respect to such Consent Notes. Holders tendering Consent Notes after the Early Tender Date (as defined below) will not be eligible to receive the applicable Total Consideration for such Consent Notes. Likewise, holders of Consent Notes may not deliver Consents in the Consent Solicitations without validly tendering their Consent Notes in the Exchange Offers at or prior to the

 

3


Consent Date and may only validly revoke Consents by validly withdrawing the previously tendered related Consent Notes at or prior to the later of the Consent Date and the execution of the supplemental indentures as to which such Consents relate.

b. Proposed Amendments; Waiver

The Proposed Amendments would eliminate substantially all of the restrictive covenants and references thereto contained in the Consent Notes Indentures and the Consent Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including the limitation on the incurrence of secured indebtedness in the Legacy Notes Indentures and the limitation on the incurrence of indebtedness and liens in the 2017 Notes Indenture, such that an unlimited amount of secured debt could be issued by EFH Corp. under the terms of the Consent Notes Indentures, and certain provisions relating to defeasance contained in the 2017 Notes Indenture and the 2017 Notes which would otherwise prevent a defeasance without, among other things, delivery of an opinion of counsel confirming such defeasance does not constitute a taxable event. In addition to the foregoing, execution and delivery of the Consent and Letter of Transmittal will constitute an express waiver by a consenting holder of the Consent Notes with respect to all claims against the Offerors and certain affiliates of the Offerors of any breach, default or event of default that may have arisen under the Consent Notes Indentures.

c. Requisite Consents

In order to be adopted with respect to a particular issue of Consent Notes, the applicable Proposed Amendments must be consented to by the holders of at least a majority of the outstanding aggregate principal amount of such issue of Consent Notes, each voting as a separate class. However, the holders of both series of the 2017 Notes will vote together as a single class, and, as a result, the Proposed Amendments to the 2017 Notes Indenture must be consented to by the holders of at least a majority of the outstanding aggregate principal amount of both series of the 2017 Notes, voting together as a single class. EFH Corp. will pay cash consideration for Consents as described below.

d. Consent Date

To deliver Consents pursuant to the Consent Solicitations, holders must validly tender (and not validly withdraw) their Consent Notes, and thereby deliver Consents related to such Consent Notes, at or prior to 5:00 p.m., New York City time, on October 19, 2009 (such time and date, as the same may be extended by EFH Corp., the “Consent Date”). If the requisite Consents with respect to an issue of the Consent Notes are received and a supplemental indenture for such Consent Notes is executed, EFH Corp. will pay to each holder that validly delivers and does not validly revoke Consents in respect of such Consent Notes, in addition to any applicable consideration payable to such holder pursuant to the Exchange Offers, a cash consent payment of $2.50 per $1,000 principal amount of such Consent Notes. Consent payments are not subject to proration. EFH Corp.’s obligation to make consent payments is not conditioned upon consummation of the Exchange Offers. However, the Proposed Amendments in any executed supplemental indenture relating to the Consent Notes that were the subject of a terminated exchange offer will not become operative with respect to such issue of Consent Notes.

2. Terms of the Exchange Offers

a. Maximum Exchange Amount and Priority Level 2 Cap

The maximum aggregate principal amount of New Senior Secured Notes issuable in the Exchange Offers will not exceed $4.0 billion; provided that if the requisite Consents with respect to the 2017 Notes Indenture are not received, the maximum aggregate principal amount of New Senior Secured Notes issuable in the Exchange Offers will not exceed $3.0 billion. In addition, the aggregate principal amount of New Senior Secured Notes issuable in the Exchange Offers for the Priority 2 Notes (as defined below)

 

4


will not exceed $1.5 billion (the “Priority Level 2 Cap”). Subject to applicable law, the Offerors reserve the right, but are not obligated, to increase or decrease the Maximum Exchange Amount and/or the Priority Level 2 Cap. The terms of the Exchange Offers are described more fully in the Prospectus and the related Consent and Letter of Transmittal.

b. Acceptance Priority

Subject to the terms and conditions of the Exchange Offers described in the Prospectus, including the Maximum Exchange Amount and the Priority Level 2 Cap, Old Notes validly tendered at or prior to the Early Tender Date (as defined below) will have no priority in acceptance by the Offerors over Old Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date (as defined below) other than pursuant to the following acceptance priority levels:

 

   

First, all validly tendered (and not validly withdrawn) Old Notes designated in the table above as having an Acceptance Priority Level of 1 (collectively, the “Priority 1 Notes”) will be accepted unless doing so would cause the Maximum Exchange Amount to be exceeded, in which case such Priority 1 Notes will be accepted on a pro rata basis up to the greatest aggregate principal amount practicable that does not cause the Maximum Exchange Amount to be exceeded, and no Priority 2 Notes (as defined below) will be accepted for exchange; and

 

   

Second, if the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) by holders of Priority 1 Notes would not cause the Maximum Exchange Amount to be exceeded, all validly tendered (and not validly withdrawn) Old Notes designated in the table above as having an Acceptance Priority Level of 2 (collectively, the “Priority 2 Notes”) will be accepted unless doing so, when taking into account the accepted Priority 1 Notes, would cause the Maximum Exchange Amount or the Priority Level 2 Cap to be exceeded, in which case such Priority 2 Notes will be accepted on a pro rata basis up to the greatest aggregate principal amount practicable that, together with the Priority 1 Notes accepted for exchange, does not cause the Maximum Exchange Amount or the Priority Level 2 Cap to be exceeded.

The Offerors reserve the right to change the Acceptance Priority Levels in the event that the requisite Consents are not received or for other reasons, subject to applicable law.

c. Early Tender Date

Upon the terms and subject to the conditions of the Exchange Offers described in the Prospectus, including the Acceptance Priority Levels, the Maximum Exchange Amount and the Priority Level 2 Cap and the possible prorations resulting therefrom, (i) participating holders who tender their Old Notes at or prior to 5:00 p.m., New York City time, on October 19, 2009 (such time and date, as the same may be extended by the Offerors, the “Early Tender Date”) and whose Old Notes are accepted by the Offerors in the Exchange Offers will be eligible to receive the applicable consideration set forth in the table above under the heading “Total Consideration if Tendered at or Prior to the Early Tender Date” in respect of each $1,000 principal amount of Old Notes tendered, and (ii) participating holders who validly tender their Old Notes after the Early Tender Date and at or prior to the Expiration Date (as defined below) and whose Old Notes are accepted by the Offerors in the Exchange Offers will be eligible to receive the applicable consideration set forth in the table above under the heading “Exchange Consideration if Tendered After the Early Tender Date and at or Prior to the Expiration Date” in respect of each $1,000 principal amount of Old Notes tendered.

d. Expiration Date

Each of the Exchange Offers will expire at 5:00 p.m., New York City time, on November 3, 2009 (such time and date, as the same may be extended by the Offerors, the “Expiration Date”).

 

5


3. Important Information Regarding the New Senior Secured Notes

a. Accrued Interest

The New Senior Secured Notes will accrue interest from and including the settlement date for the Exchange Offers. Holders who receive New Senior Secured Notes in exchange for Old Notes that pay cash interest (the “Old Cash-Pay Notes”) will also receive, with respect to any such Old Cash-Pay Notes accepted for exchange, an amount equal to accrued and unpaid interest, if any, in cash, from the last applicable interest payment date to, but not including, the settlement date. Holders who receive New Senior Secured Notes in exchange for EFH Corp.’s 11.250%/12.000% Senior Toggle Notes due 2017 (the “Old Toggle Notes”) will also receive in the Exchange Offers, with respect to any such Old Toggle Notes accepted for exchange, in lieu of accrued and unpaid payment-in-kind interest with respect to such Old Toggle Notes, if any, from the last applicable interest payment date to, but not including, the settlement date, additional New Senior Secured Notes paid in accordance with the applicable consideration listed in the table above.

b. Guarantees and Security

The New EFH Senior Secured Notes will be guaranteed by Energy Future Competitive Holdings Company (a subsidiary of EFH Corp. and the parent of TCEH) on a senior unsecured basis and EFIH (the parent of Oncor Electric Delivery Holdings Company LLC (“Oncor Holdings”)) on a senior secured basis. EFIH’s guarantee of the New EFH Senior Secured Notes will be secured by EFIH’s pledge of all of the membership interests in Oncor Holdings and the other investments it owns in Oncor Holdings and its subsidiaries (such membership interests and other investments, the “Collateral”) on a senior basis. The New EFIH Senior Secured Notes will not be guaranteed. However, the New EFIH Senior Secured Notes will be secured by the Collateral on a senior basis.

4. Conditions to the Exchange Offers

The Exchange Offers are not conditioned on any minimum principal amount of Old Notes being tendered or the issuance of a minimum principal amount of New Senior Secured Notes. However, the Exchange Offers are subject to certain other conditions, including the conditions (which conditions cannot be waived) that the Registration Statement (as defined below), of which the Prospectus forms a part, has been declared effective by the Securities and Exchange Commission (“SEC”) and that each series of the New Senior Secured Notes to be issued in the Exchange Offers are approved for listing on the New York Stock Exchange, subject to notice of issuance, each as more fully described in the Prospectus. Subject to applicable law, the Offerors have the right to amend, terminate or withdraw any of the Exchange Offers and the Consent Solicitations, including without limitation the acceptance priority levels, the Maximum Exchange Amount and/or the Priority Level 2 Cap, at any time and for any reason, including if any of the conditions described in the Prospectus are not satisfied.

5. Additional Information

The Offerors filed a registration statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) relating to the Exchange Offers and the Consent Solicitations with the SEC on October 5, 2009. The Registration Statement has not yet become effective and the New Senior Secured Notes may not be issued, nor may the Exchange Offers be completed, until such time as the Registration Statement has been declared effective by the SEC and is not subject to a stop order or any proceedings for that purpose.

We urge holders to read the Prospectus relating to the Exchange Offers and the Consent Solicitations prior to making a decision to tender any of their Old Notes or otherwise make an investment decision with respect to the New Senior Secured Notes because it contains important information regarding the Exchange Offers and the Consent Solicitations.

 

6


Copies of the preliminary prospectus relating to the Exchange Offers and the Consent Solicitations, which is contained in the Registration Statement, and the related Consent and Letter of Transmittal will be made available to all holders of Old Notes free of charge and may be obtained from Global Bondholder Services Corporation, the Information Agent for the Exchange Offers, at (866) 387-1500 (U.S. toll free) or (212) 430-3774. Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting as the lead dealer managers in connection with the Exchange Offers and the lead solicitation agents in connection with the Consent Solicitations, and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., KKR Capital Markets LLC and Morgan Stanley & Co. Incorporated are also acting as dealer managers and solicitation agents, in each case, as described in the Prospectus. For additional information, you may contact Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll free) or (212) 723-6106 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (U.S. toll free) or (212) 357-4692 (collect). The Prospectus and the related Consent and Letter of Transmittal will also be available free of charge at the SEC’s website at www.sec.gov.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

* * *

 

7


About EFH Corp.

EFH Corp. is a Dallas-based energy holding company, with 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 over 2.2 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 16,100 MW of generation in Texas, including 2,300 MW of nuclear and 5,800 MW of coal-fueled generation capacity, and is building an additional 2,200 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 102,000 miles of distribution and 14,000 miles of transmission lines. While Oncor is a subsidiary of EFH Corp., Oncor reports to a separate and independent board.

Forward Looking Statements

This press release contains forward-looking statements, which are subject to various risks and uncertainties that could cause actual results to differ materially from management’s current projections, forecasts, estimates and expectations. All statements, other than statements of historical facts, that are included in this press release that address activities, events or developments that the Offerors expect or anticipate to occur in the future, including the Exchange Offers and Consent Solicitations (often, but not always, through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” and “outlook”), are forward-looking statements. Although the Offerors believe that in making any such forward-looking statement their 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 in the Prospectus and EFH Corp.’s and Energy Future Competitive Holdings Company’s reports filed with the SEC (including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Forward-Looking Statements” contained therein).

-END-

 

Investor Relations:           Corporate Communications:   

Bill Huber

214.812.2480

     Tim Hogan

214.812.4641

     Lisa Singleton

214.812.5049

  

 

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