-----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, GBjolSqoqnsEAqzIe/rxUbK25xY5vYLXQ7mW6d1V14CIGvgJ2ErEg7sSGmj1FNUK PRhYsWZHGG8V8++kTg74Kg== 0001193125-10-161569.txt : 20100720 0001193125-10-161569.hdr.sgml : 20100720 20100720131007 ACCESSION NUMBER: 0001193125-10-161569 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100720 DATE AS OF CHANGE: 20100720 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: 10960015 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 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: 10960037 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: 10960036 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: 10960035 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: 10960034 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: 10960033 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: 10960032 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: 10960031 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: 10960030 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: 10960029 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: 10960028 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: 10960027 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: 10960055 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: 10960054 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 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: 10960053 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: 10960052 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: 10960051 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: 10960050 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: 10960049 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: 10960048 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: 10960047 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: 10960046 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: 10960045 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: 10960044 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: 10960043 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: 10960042 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: 10960041 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: 10960040 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: 10960039 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: 10960038 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: 10960025 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: 10960024 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: 10960023 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: 10960022 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: 10960021 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: 10960020 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: 10960019 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: 10960018 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: 10960026 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: 10960016 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: 10960017 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 424B3 1 d424b3.htm SUPPLEMENT #3 TO PROSPECTUS DATED MAY 4, 2010 Supplement #3 to Prospectus dated May 4, 2010

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. 3 TO

MARKET MAKING PROSPECTUS DATED

MAY 4, 2010

THE DATE OF THIS SUPPLEMENT IS JULY 20, 2010

On July 16, 2010, the registrant parent guarantor, Energy Future Competitive Holdings Company, filed the attached Periodic 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) – July 16, 2010

 

 

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   1-34543   75-1837355
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

Energy Future Intermediate Holding Company LLC

(Exact name of registrant as specified in its charter)

 

Texas   1-34544   26-1191638
(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 Solicitation

On July 16, 2010, Energy Future Intermediate Holding Company LLC (“EFIH”), a subsidiary of Energy Future Holdings Corp. (“EFH Corp.”), and its wholly-owned subsidiary, EFIH Finance Inc., filed with the Securities and Exchange Commission a registration statement on Form S-4 relating to exchange offers and consent solicitation 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 July 16, 2010, announcing such exchange offers and such consent solicitation. The information set forth below is contained in the prospectus that forms a part of the registration statement.

Selected Preliminary Financial Data for the Quarterly Period Ended June 30, 2010

Management of EFH Corp. and EFIH (collectively, the “Companies”) have prepared the selected preliminary financial data below in good faith based upon the most current information available to management. The Companies’ normal quarterly closing and financial reporting processes with respect to such preliminary financial data have not been fully completed. As a result, the actual financial results could be different from such preliminary financial data, and any differences could be material. The Companies expect to file their quarterly reports on Form 10-Q with the SEC on or about August 3, 2010. The Companies’ independent accountants have not performed their customary review procedures with respect to the preliminary financial data provided below, nor have they expressed any opinion or any other form of assurance on such information.

The preliminary financial data provided below for EFH Corp. reflects the investment in Oncor Holdings and its subsidiaries under the equity method of accounting for the 2010 period only, due to new accounting rules that resulted in the deconsolidation of Oncor Holdings and its subsidiaries as of January 1, 2010, which EFH Corp. adopted on a prospective basis as discussed in Note 3 to EFH Corp.’s historical condensed consolidated financial statements for the three months ended March 31, 2010. The prospective adoption resulted in EFH Corp.’s preliminary operating revenues provided below being lower in the 2010 period as compared to the 2009 period. The information presented below for EFIH reflects the investment in Oncor Holdings and its subsidiaries under the equity method of accounting for both periods because EFIH adopted the new accounting rules on a retrospective basis as discussed in EFIH’s historical condensed consolidated financial statements for the three months ended March 31, 2010.

While the financial data provided are preliminary and subject to change, EFH does not expect actual operating revenues for the three months ended June 30, 2010 to be different by more than 5% from the preliminary amount provided below. The Companies also do not expect actual net income (loss) and adjusted EBITDA for the three months ended June 30, 2010 to be different by more than 10% and 5%, respectively, from the preliminary amounts provided below. The preliminary net income (loss) amounts for the three months ended June 30, 2010 exclude non-cash asset impairment charges, although the Companies do not anticipate any such charges to be recorded in the period.

The preliminary financial data below has been prepared on a basis consistent with the Companies’ historical condensed consolidated financial statements for the three months ended March 31, 2010 included elsewhere in this prospectus. The results of operations for an interim period, including the preliminary interim financial data provided below, may not give a true indication of the results to be expected for a full year or any future period.

EFH Corp. Preliminary Financial Data

Selected preliminary financial data for EFH Corp. for the three months ended June 30, 2010 and actual data for the three months ended June 30, 2009 (amounts in millions) are provided in the table below:

 

     Three Months Ended  
     June 30,
2010
    June 30,
2009
 

Operating revenues

   $ 1,993      $ 2,342   

Net income (loss)

   $ (426   $ (155

Adjusted EBITDA

     1,303      $ 1,192   

Preliminary Adjusted EBITDA (as defined below) for the twelve months ended June 30, 2010 and 2009 totaled $5,116 million and $4,689 million, respectively.


EFH Corp. management continues to evaluate the effect of declining wholesale power prices, due to lower natural gas prices, on the carrying value of goodwill related to the TCEH reporting unit. This evaluation may ultimately result in the recording of a non-cash goodwill impairment charge. Such charge, if any, would be recorded no sooner than in the three month period ended September 30, 2010.

As shown (in millions) in the table below, EFH’s available liquidity (excluding Oncor) at June 30, 2010 totaled $3.6 billion as compared to $3.8 billion at December 31, 2009.

 

     June 30, 2010
(Preliminary)
   December 31, 2009    Change  

Cash and cash equivalents

   $ 1,211    $ 1,161    $ 50   

TCEH Revolving Credit Facility (a)

     1,939      1,721      218   

TCEH Letter of Credit Facility

     429      399      30   
                      

Subtotal

   $ 3,579    $ 3,281    $ 298   

Short-term investment (b)

     —        490      (490
                      

Total liquidity

   $ 3,579    $ 3,771    $ (192
                      

 

  (a) As of June 30, 2010 and December 31, 2009, the TCEH Revolving Credit Facility includes $199 million and $141 million, respectively, of commitments from an affiliate of Lehman Brothers Holdings Inc. that is currently in bankruptcy that are only available from the fronting banks and the swingline lender.
  (b) December 31, 2009 amount includes $425 million cash investment (including accrued interest) and $65 million in letters of credit posted related to certain interest rate and commodity hedge transactions. Pursuant to the related agreement, the collateral was returned in March 2010.

Set forth below is a reconciliation (amounts in millions) of net income (loss) to EBITDA and then to Adjusted EBITDA for the three and twelve months ended June 30, 2010 (preliminary) and 2009 (actual). For more information on EBITDA and Adjusted EBITDA and why management believes Adjusted EBITDA is a useful measure, see note (a) below.

 

    Three  Months
Ended
June 30, 2010
    Three  Months
Ended
June 30, 2009
    Twelve  Months
Ended
June 30, 2010
    Twelve  Months
Ended
June 30, 2009
 

Net income (loss) attributable to EFH Corp.

  $ (426   $ (155   $ (14   $ (4,951

Income tax expense (benefit)

    (237     (48     47        2,278   

Interest expense and related charges

    1,122        431        3,889        4,357   

Depreciation and amortization

    350        423        1,616        1,654   
                               

EBITDA (a)

  $ 809      $ 651      $ 5,538      $ 3,338   

Oncor EBITDA

    —          (338     (718     (496

Oncor distributions/dividends (b)

    57        51        227        1,522   

Interest income

    —          (11     (42     (26

Amortization of nuclear fuel

    27        24        111        89   

Purchase accounting adjustments (c)

    58        83        280        394   

Impairment of goodwill

    —          —          —          8,090   

Impairment of assets and inventory write down (d)

    2        1        42        1,214   

Net gain on debt exchange offers

    (129     —          (230     —     

Net income (loss) attributable to noncontrolling interests

    —          16        36        (132

Equity in earnings of unconsolidated subsidiary

    (59     —          (122     —     

EBITDA amount attributable to consolidated unrestricted subsidiaries

    —          1        1        2   

Unrealized net (gain) loss resulting from hedging transactions

    145        320        (1,364     (9,402

Amortization of “day one” net loss on Sandow 5 power purchase agreement

    (5     —          (20     —     

Losses on sale of receivables

    —          3        5        23   

Noncash compensation expenses (e)

    4        6        12        28   

Severance expense (f)

    —          1        5        11   

Transition and business optimization costs (g)

    —          8        3        40   

Transaction and merger expenses (h)

    11        25        63        80   

Insurance settlement proceeds (i)

    —          —          —          (21

Restructuring and other (j)

    6        6        (24     41   

Expenses incurred to upgrade or expand a generation station (k)

    77        66        100        100   
                               

Adjusted EBITDA per Incurrence Covenant (l)

  $ 1,003      $ 913      $ 3,903      $ 4,895   

Add back Oncor adjusted EBITDA (reduced by Oncor distributions/dividends)

    300        279        1,213        (206
                               

Adjusted EBITDA per Restricted Payments Covenant (m)

  $ 1,303      $ 1,192      $ 5,116      $ 4,689   
                               


 

(a) EBITDA refers to earnings (net income) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA refers to EBITDA adjusted to exclude non-cash items, unusual items and other adjustments allowable under certain of EFH Corp.’s debt arrangements. Adjusted EBITDA and EBITDA are not recognized terms under GAAP and, thus, are non-GAAP financial measures. EFH Corp. is providing its Adjusted EBITDA solely because of the important role that Adjusted EBITDA plays in respect of the certain covenants contained in its debt arrangements. EFH Corp. does not intend for Adjusted EBITDA (or EBITDA) to be an alternative to net income as a measure of operating performance or an alternative to cash flows from operating activities as a measure of liquidity or an alternative to any other measure of financial performance presented in accordance with GAAP. Additionally, EFH Corp. does not intend for Adjusted EBITDA (or EBITDA) to be used as a measure of free cash flow available for management’s discretionary use, as the measure excludes certain cash requirements such as interest payments, tax payments and other debt service requirements. Because not all companies use identical calculations, EFH Corp.’s presentation of Adjusted EBITDA (and EBITDA) may not be comparable to similarly titled measures of other companies.
(b) Twelve months ended June 30, 2009 amount includes $1.253 billion distribution of net proceeds from the sale of Oncor noncontrolling interests in November 2008.
(c) Purchase accounting adjustments include amortization of the intangible net asset value of retail and wholesale power sales agreements, environmental credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel. Also include certain credits not recognized in net income due to purchase accounting.
(d) Impairment of assets includes impairments of emission allowances and trade name intangible assets, impairments of land and the natural gas-fueled generation fleet and charges related to the cancelled development of coal-fueled generation facilities.
(e) Noncash compensation expenses are accounted for under accounting standards related to stock compensation and exclude capitalized amounts.
(f) Severance expense includes amounts incurred related to outsourcing, restructuring and other amounts deemed to be in excess of normal recurring amounts.
(g) Transition and business optimization costs include professional fees primarily for retail billing and customer care systems enhancements and incentive compensation.
(h) Transaction and merger expenses include costs related to the Merger and abandoned strategic transactions, outsourcing transition costs, administrative costs related to the cancelled program to develop coal-fueled generation facilities, the Sponsor Group management fee, costs related to certain growth initiatives and costs related to the Oncor sale of noncontrolling interests.
(i) Insurance settlement proceeds include the amount received for property damage to certain mining equipment.
(j) Restructuring and other for twelve months ended June 30, 2010 primarily represents reversal of certain liabilities accrued in purchase accounting and recorded as other income, partially offset by restructuring and nonrecurring activities and for the twelve months ended June 30, 2009 includes a litigation accrual and a charge related to the bankruptcy of a subsidiary of Lehman Brothers Holdings Inc. and other restructuring initiatives and nonrecurring activities.
(k) Expenses incurred to upgrade or expand a generation station reflect noncapital outage costs.
(l) Calculated pursuant to the terms of the Old Notes Indenture, in particular the debt incurrence covenant, which excludes Oncor’s EBITDA, except to the extent distributions are received from Oncor.
(m) Calculated pursuant to the terms of the Old Notes Indenture, in particular the restricted payments covenant, which includes Oncor’s EBITDA.

EFIH Preliminary Financial Data

Selected preliminary financial data for EFIH for the three months ended June 30, 2010 and actual for the three months ended June 30, 2009 (amounts in millions) are provided in the table below:

 

     Three Months Ended
     June 30,
2010
   June 30,
2009

Net income

   $ 11    $ 20

Adjusted EBITDA

     357      329

 

4


Preliminary Adjusted EBITDA for the twelve months ended June 30, 2010 and 2009 totaled $1,440 million and $1,319 million, respectively. Set forth below is a reconciliation (amounts in millions) of net income (loss) to EBITDA and then to Adjusted EBITDA for the three and twelve months ended June 30, 2010 (preliminary) and 2009 (actual). For more information on EBITDA and Adjusted EBITDA and why management believes Adjusted EBITDA is a useful measure, see note (a) below.

 

     Three  Months
Ended
June 30, 2010
    Three  Months
Ended
June 30, 2009
    Twelve  Months
Ended
June 30, 2010
    Twelve  Months
Ended
June 30, 2009
 

Net income (loss) attributable to EFIH

   $ 11      $ 20      $ 78      $ (556

Income tax expense (benefit)

     (25     (23     (96     (90

Interest expense and related charges

     76        69        292        268   

Depreciation and amortization

     —            —          —     
                                

EBITDA (a)

   $ 62      $ 66      $ 274      $ (378

Oncor EBITDA

     —          —          —          —     

Oncor distributions/dividends (b)

     57        40        244        1,505   

Interest income

     (3     —          (8     (2

Equity in earnings of unconsolidated subsidiary

     (59     (66     (267     380   

Other

     —          —          —          2   
                                

Adjusted EBITDA per Incurrence Covenant (c)

   $ 57      $ 40      $ 243      $ 1,507   

Add back Oncor Holdings adjusted EBITDA (reduced by Oncor Holdings distributions/dividends)

     300        289        1,197        (188
                                

Adjusted EBITDA per Restricted Payments Covenant (d)

   $ 357      $ 329      $ 1,440      $ 1,319   
                                

 

(a) EBITDA refers to earnings (net income) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA refers to EBITDA adjusted to exclude non-cash items, unusual items and other adjustments allowable under the indenture governing the EFIH 9.75% Notes due in 2019. Adjusted EBITDA and EBITDA are not recognized terms under GAAP and, thus, are non-GAAP financial measures. EFIH is providing its Adjusted EBITDA solely because of the important role that Adjusted EBITDA plays in respect of certain covenants contained in the indenture governing the EFIH 9.75% Notes. EFIH does not intend for Adjusted EBITDA (or EBITDA) to be an alternative to net income as a measure of operating performance or an alternative to cash flows from operating activities as a measure of liquidity or an alternative to any other measure of financial performance presented in accordance with GAAP. Additionally, EFIH does not intend for Adjusted EBITDA (or EBITDA) to be used as a measure of free cash flow available for management’s discretionary use, as the measure excludes certain cash requirements such as interest payments, tax payments and other debt service requirements. Because not all companies use identical calculations, EFIH’s presentation of Adjusted EBITDA (and EBITDA) may not be comparable to similarly titled measures of other companies.
(b) Twelve months ended June 30, 2009 amount includes $1.253 billion distribution of net proceeds from the sale of Oncor noncontrolling interests in November 2008.
(c) Calculated pursuant to the terms of the indenture governing the EFIH 9.75% Notes, in particular the debt incurrence covenant, which excludes Oncor’s EBITDA, except to the extent distributions are received from Oncor.
(d) Calculated pursuant to the terms of the indenture governing the EFIH 9.75% Notes, in particular the restricted payments covenant, which includes Oncor’s EBITDA.

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., EFIH or Energy Future Competitive Holdings Company (“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., EFIH 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, EFIH’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).

 

5


Item 9.01. Financial Statements and Exhibits.

 

(d)  

Exhibit No.

  

Description

  99.1    Press Release dated July 16, 2010

 

6


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
ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC

/s/ Stanley J. Szlauderbach

Name: Stanley J. Szlauderbach
Title: Senior Vice President and Controller

Dated: July 16, 2010


Exhibit 99.1

News Release

LOGO

FOR IMMEDIATE

RELEASE

Energy Future Holdings Corp. and

Energy Future Intermediate Holding Company LLC

Announce Exchange Offers for

11.250%/12.000% Senior Toggle Notes due 2017 and

10.875% Senior Notes due 2017 of

EFH Corp. and

Related Consent Solicitation

DALLAS – July 16, 2010 – Energy Future Holdings Corp. (“EFH Corp.”) announced today that 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 EFIH, the “Offerors”), are commencing exchange offers (the “Exchange Offers”) to exchange the outstanding 11.250%/12.000% Senior Toggle Notes due 2017 and 10.875% Senior Notes due 2017 of EFH Corp. (collectively, the “Old Notes”) for up to $2.18 billion aggregate principal amount of 10.000% Senior Secured Notes due 2020 to be issued by the Offerors (the “New Senior Secured Notes”) and an aggregate of $500 million in cash, 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 maximum aggregate principal amount of New Senior Secured Notes issuable in the Exchange Offers, which is referred to herein as the “Maximum Exchange Amount,” will not exceed $2.18 billion.

The purpose of the Exchange Offers is to reduce the outstanding principal amount, reduce interest expense 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 Solicitation”) consents (the “Consents”) from holders of Old Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture pursuant to which the Old Notes were issued. The Proposed Amendments are summarized below.

On July 15, 2010, EFH Corp., EFIH and EFIH Finance entered into exchange agreements with certain institutional investors that are holders of certain of the Old Notes, pursuant to which such holders agreed to participate in the Exchange Offers and the Consent Solicitation. EFH Corp. and the Offerors expect that such holders will tender and deliver consents in respect of approximately $2.3 billion aggregate principal amount of Old Notes, representing approximately 52% of the aggregate principal amount of outstanding Old Notes, in the Exchange Offers and the Consent Solicitation pursuant to these agreements. As a result of these agreements to participate in the Exchange Offers and the Consent Solicitation, it is expected that no additional Old Notes would need to be validly tendered (and not validly withdrawn) in the Exchange Offers or related Consents validly delivered (and not validly revoked) in the Consent Solicitation for the minimum condition to the Exchange Offers to be satisfied and to obtain the requisite Consents to adopt the Proposed Amendments.

Upon the terms and subject to the conditions of the Exchange Offers, including the Maximum Exchange Amount and the prorations, if necessary, 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 following:

 

  (i) for Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (defined below) and accepted for exchange, a principal amount of New Senior Secured Notes and cash equal, in the aggregate, to the “Total Consideration Amount” as listed in the table below under “Total Consideration Amount if Tendered At or Prior to the Early Tender Date,” with the amount of New Senior Secured Notes (the “Total Notes Consideration”) and the amount of cash (the “Total Cash Consideration”) comprising the Total Consideration Amount depending on the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date, and

 

1


  (ii) for Old Notes validly tendered (and not validly withdrawn) after the Early Tender Date and at or prior to the Expiration Date (defined below) and accepted for exchange, New Senior Secured Notes, referred to as the “Exchange Consideration” as listed in the table below under “Exchange Consideration if Tendered After the Early Tender Date and At or Prior to the Expiration Date.” No cash consideration will be payable with respect to Old Notes that are validly tendered after the Early Tender Date.

 

CUSIP/ISIN

  Outstanding
Principal
Amount
(in millions)
  Issuer  

Title of Old

Notes

  Total
Consideration
Amount if
Tendered

At or Prior to
the  Early
Tender Date (1)
  Aggregate
Consideration,
Including Consent
Payment, if
Tendered At or
Prior to the Early
Tender Date (2)
  Exchange
Consideration
if  Tendered

After the
Early
Tender Date
and At or Prior
to the
Expiration Date (1)

292680 AD7 / US292680 AD70

  $ 2,705   EFH Corp.  

11.250%/12.000% Senior Toggle

Notes due 2017

  $ 720.00   $ 722.50   $ 670.00

292680 AC9 / US292680 AC97

and

 

292680 AA3 / US292680 AA32

  $ 1,787   EFH Corp.  

10.875% Senior

Notes due 2017

  $ 785.00   $ 787.50   $ 735.00

 

(1) Consideration per $1,000 principal amount of Old Notes. Excludes the consent payment of $2.50 per $1,000 principal amount of Old Notes payable in cash with respect to Consents received at or prior to the Consent Date (defined below), subject to the requisite Consents being received in respect of the Old Notes Indenture (defined below) and a supplemental indenture contemplated by the Consents being executed and delivered by the parties thereto.
(2) Includes the consent payment of $2.50 per $1,000 principal amount of Old Notes payable in cash with respect to Consents received at or prior to the Consent Date, subject to the requisite Consents being received in respect of the Old Notes Indenture (as defined below) and a Supplemental Indenture (as defined below) being executed and delivered by the parties thereto.

The aggregate amount of cash payable as the aggregate Total Cash Consideration in the Exchange Offers is $500 million, which amount may be reduced as a result of proration, if any, or withdrawals after the Early Tender Date of Old Notes previously validly tendered (and not validly withdrawn) at or prior to the Early Tender Date. The potential reduction of this cash amount will not change the amount of Total Cash Consideration to be paid in exchange for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and that will be announced by

 

2


press release promptly after the Early Tender Date and in any event at least ten business days prior to (and including) the Expiration Date. This aggregate amount of cash will be paid as the Total Cash Consideration in exchange for Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for exchange such that each 10.875% Senior Note due 2017 of EFH Corp. (the “Old Cash-Pay Notes”) and each 11.250%/12.000% Senior Toggle Note due 2017 of EFH Corp. (the “Old Toggle Notes”) validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for exchange will receive the same percentage of its Total Consideration Amount in cash. The portion of the Total Consideration Amount paid in cash will correspondingly reduce on a dollar basis the principal amount of the Total Consideration Amount for each issue of Old Notes that is comprised of Total Notes Consideration.

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 Senior Secured Notes to a participating holder. Furthermore, the aggregate principal amount of New 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.

At the time of the commencement of the Exchange Offers, the Total Consideration Amount for the Old Cash-Pay Notes equals the minimum Total Cash Consideration of $146.46 per $1,000 principal amount of Old Cash-Pay Notes and the maximum Total Notes Consideration of $638.54 principal amount of New Senior Secured Notes payable per $1,000 principal amount of Old Cash-Pay Notes, which amounts would be payable if all of the Old Notes were tendered at or prior to the Early Tender Date and Old Notes are accepted for exchange. At the time of the commencement of the Exchange Offers, the Total Consideration Amount for the Old Toggle Notes equals the minimum Total Cash Consideration of $134.33 per $1,000 principal amount of Old Toggle Notes and the maximum Total Notes Consideration of $585.67 principal amount of New Senior Secured Notes payable per $1,000 principal amount of Old Toggle Notes, which amounts would be payable if all of the Old Notes were tendered at or prior to the Early Tender Date and Old Notes are accepted for exchange. The definitive amount of the Total Notes Consideration and the Total Cash Consideration per $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for exchange will be announced by press release promptly after the Early Tender Date and in any event at least ten business days prior to (and including) the Expiration Date.

1. Terms of the Consent Solicitation

a. The Consent Solicitation

EFH Corp. is soliciting Consents with respect to 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 Old Notes were issued, as amended and supplemented (the “Old Notes Indenture”).

Old Notes validly tendered pursuant to the Exchange Offers (and not validly withdrawn) at or prior to the Consent Date will be deemed to include Consents to the Proposed Amendments. Holders may not validly tender Old Notes in the Exchange Offers at or prior to the Consent Date without delivering the related Consents in the Consent Solicitation, but holders may tender Old Notes after the Consent Date and at or prior to the Expiration Date without delivering Consents with respect to such Old Notes. However, holders tendering Old Notes after the Early Tender Date will not be eligible to receive the applicable Total Consideration Amount for such Old Notes, including the Total Cash Consideration, or the cash consent payment described below. Likewise, holders of Old Notes may not deliver Consents in the Consent Solicitation without validly tendering their Old Notes in the Exchange Offers at or prior to the Consent Date and may only validly revoke Consents by validly withdrawing the previously tendered related Old Notes at or prior to the Consent Date or by revoking Consents after the Consent Date and prior to the execution of the supplemental indenture.

 

3


b. Proposed Amendments; Waiver

The Proposed Amendments would eliminate substantially all of the restrictive covenants contained in the Old Notes Indenture and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to defeasance contained in the Old Notes Indenture and the Old Notes that 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 Old Notes with respect to all claims against EFH Corp., the guarantors of the Old Notes and certain affiliates of EFH Corp. of any breach, default or event of default that may have arisen under the Old Notes Indenture.

c. Requisite Consents

In order to be adopted with respect to the Old Notes, the applicable Proposed Amendments must be consented to by the holders of at least a majority of the outstanding aggregate principal amount of the Old 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 Solicitation, holders must validly tender (and not validly withdraw) their Old Notes, and thereby deliver Consents related to such Old Notes, at or prior to 5:00 p.m., New York City time, on July 29, 2010 (such time and date, as the same may be extended by EFH Corp., the “Consent Date”). If the requisite Consents are received and a supplemental indenture for the Old Notes is executed, EFH Corp. will pay to each holder, in respect of such holder’s Old Notes as to which Consents are validly delivered and not validly revoked at or prior to the Consent Date, a cash consent payment of $2.50 per $1,000 principal amount of such Old Notes. Such consent payment is in addition to any Total Consideration Amount or Exchange Consideration that may be payable to a holder in respect of its Old Notes accepted for exchange. Consent payments are not subject to proration. EFH Corp.’s obligation to make consent payments is not conditioned upon completion of the Exchange Offers but is subject to receipt of the requisite Consents and execution and delivery of the related supplemental indenture. If the Exchange Offers are terminated, the Proposed Amendments in any executed supplemental indenture will not become operative.

2. Terms of the Exchange Offers

a. Maximum Exchange Amount

The maximum aggregate principal amount of New Senior Secured Notes issuable in the Exchange Offers will not exceed $2.18 billion. Subject to applicable law, the Offerors reserve the right, but are not obligated, to increase or decrease the Maximum Exchange Amount. The terms of the Exchange Offers are described more fully in the Prospectus and the related Consent and Letter of Transmittal.

b. Early Tender Date

Upon the terms and subject to the conditions of the Exchange Offers described in the Prospectus, including the Maximum Exchange Amount and the prorations, if necessary, resulting therefrom, (i) participating holders who validly tender (and do not validly withdraw) their Old Notes at or prior to 5:00 p.m., New York City time, on July 29, 2010 (such time and date, as it may be extended by the

 

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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 Amount if Tendered At or Prior to the Early Tender Date” in respect of each $1,000 principal amount of Old Notes accepted for exchange, and (ii) participating holders who validly tender their Old Notes after the Early Tender Date and at or prior to the Expiration 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 “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 accepted for exchange. No cash consideration will be payable with respect to Old Notes that are validly tendered after the Early Tender Date.

c. Withdrawal Rights; Revocation Rights

A holder may withdraw the tender of such holder’s Old Notes at any time prior to the Expiration Date (and, if not previously accepted for exchange, after the expiration of 40 business days from July 16, 2010) as set forth in the Prospectus. The withdrawal of any Old Notes at or prior to the Consent Date will constitute a revocation of the related Consents. Consents may not be validly revoked prior to the Consent Date except by validly withdrawing the previously tendered Old Notes at or prior to the Consent Date. Consents may be validly revoked after the Consent Date by revoking such Consents prior to the execution and delivery of the supplemental indenture relating to the Proposed Amendments. Any Consents that are not validly revoked at or prior to the later of the Consent Date and the execution and delivery of such supplemental indenture may not be revoked thereafter.

d. Expiration Date

The Exchange Offers for the Old Notes will expire at midnight, New York City time, on August 12, 2010 (such time and date, as it may be extended by the Offerors, the “Expiration Date”).

3. Important Information Regarding the New Senior Secured Notes

a. Accrued Interest

The New Senior Secured Notes will accrue interest at the rate of 10.000% per annum from and including the settlement date for the Exchange Offers. Interest on the New Senior Secured Notes is payable on June 1 and December 1 of each year, commencing on December 1, 2010. Holders who receive New Senior Secured Notes in exchange for their 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 their Old Toggle Notes will not separately receive any accrued and unpaid payment-in-kind interest with respect to any of their Old Toggle Notes accepted for exchange because the amount of such accrued interest through the anticipated settlement date for the Exchange Offers has been included in determining the consideration being offered in the Exchange Offers for the Old Toggle Notes. If the settlement date occurs later than August 17, 2010, then the consideration being offered in the Exchange Offers for the Old Toggle Notes will be adjusted to account for the additional interest accrued after such date to, but not including, the settlement date.

b. Guarantees and Security

The New Senior Secured Notes will not be guaranteed. However, the New Senior Secured Notes will be secured by the Collateral (as defined in the Prospectus) on a first priority lien basis, equally and ratably with the 9.75% Senior Secured Notes due 2019 of EFIH and EFIH Finance and EFIH’s guarantees of the 9.75% Senior Secured Notes due 2019 of EFH Corp. and the 10.000% Senior Secured Notes due 2020 of EFH Corp.

 

5


4. Conditions to the Exchange Offers

The Exchange Offers are conditioned on at least a majority of the outstanding aggregate principal amount of Old Notes being validly tendered (and not validly withdrawn) at or prior to the Expiration Date. The Exchange Offers and the Consent Solicitation are also subject to the satisfaction or waiver of a number of other conditions as set forth in the Prospectus, including the condition applicable to the Exchange Offers (which condition 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”). Subject to applicable law, the Offerors have the right to terminate or withdraw the Exchange Offers and EFH Corp. has the right to terminate or withdraw the Consent Solicitation, at any time and for any reason, including if any of the conditions described in the Prospectus are not satisfied or waived by the Expiration Date or Consent Date, as applicable.

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 Solicitation with the SEC on July 16, 2010. 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 Solicitation 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 Solicitation.

Copies of the preliminary prospectus relating to the Exchange Offers and the Consent Solicitation, 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. Citi 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 Solicitation, and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., 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 Citi 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) 902-5183 (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.

* * *

About EFH Corp.

EFH Corp. is a Dallas-based holding company engaged in competitive and regulated energy market activities, primarily in Texas. Its portfolio of competitive businesses consists primarily of TXU Energy, a retail electricity provider with more than 2 million customers in Texas, and Luminant, which is engaged

 

6


largely in power generation and related mining activities, wholesale power marketing and energy trading. Luminant has 18,300 MW of generation in Texas, including 2,300 MW fueled by nuclear power and 8,000 MW fueled by coal. Luminant is also the largest purchaser of wind-generated electricity in Texas and fifth largest in the United States. EFH Corp.’s regulated operations consist of Oncor, which operates the largest electricity distribution and transmission system in Texas with more than three million delivery points, 102,000 miles of distribution conductors and 15,000 miles of transmission lines. While EFH Corp. indirectly owns approximately 80 percent of Oncor, the management of Oncor reports to a separate board with a majority of directors that are independent from EFH Corp.

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 EFH Corp. or the Offerors expect or anticipate to occur in the future, including the Exchange Offers and Consent Solicitation (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 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 EFIH’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:

Rima Hyder

214.812.5090

  

Bill Huber

214.812.2480

  

Lisa Singleton

214.812.5049

 

7

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