Energy Future Holdings (EFH) filed with the U.S. Bankruptcy Court a Supplement in support of the Company’s First Amended Joint Plan of Reorganization.
The Supplement contains the following documents: Exhibit A: new organizational documents; Exhibit B: assumed executory contract and unexpired lease list; Exhibit C: rejected executory contract and unexpired lease list; Exhibit D: retained causes of action; Exhibit E: identification of the members of the new boards and managers for the reorganized EFH/EFIH Debtors; Exhibit F: EFH plan administrator board disclosures; Exhibit G: merger agreement; Exhibit H: tax matters agreement; Exhibit I: Oncor letter agreement; Exhibit J: separation agreement; Exhibit K: amended and restated split participant agreement; Exhibit L: transition services agreement; Exhibit M: tax contingency disclosure; Exhibit N: EFH/EFIH cash distribution account disclosure and Exhibit O: disclosure regarding all cash merger consideration.
The Supplement notes, “As disclosed by Sempra Energy on October 6, 2017, following discussions (i) with various stakeholders in Texas to gain their perspectives on how best Sempra Energy can meet the needs of Oncor customers and improve the likelihood of approval of the Merger by the PUC and (ii) among Sempra Energy, EFH, EFIH and Oncor, Sempra Energy has updated (a) its plan regarding its anticipated ownership of EFH after consummation of the Merger and (b) its plan to finance the approximately $9.45 billion of total cash consideration payable in connection with the Merger….This updated ownership and financing plan impacts the Plan in two primary ways. Reorganized EFH Will Not Enter into the Exit Facilities. Pursuant to the Merger Agreement, and as contemplated in Article IV.C.4 of the Plan, on the EFH Effective Date, EFH Merger Sub and, upon consummation of the Merger, Reorganized EFH were to potentially enter into Exit Facilities and incur debt obligations in accordance with the Exit Facility Agreement.”
In addition, “The Exit Facilities, which were to be used primarily to fund a portion of the cash consideration payable in connection with the Merger (and thereby reduce Sempra Energy’s required cash payment of Merger consideration), were to include (a) the Exit Term Loan Facility, consisting of a senior secured term loan in an aggregate principal amount of up to $3 billion, and (b) the Exit Revolving Facility, consisting of a senior secured revolving loan facility with permitted borrowings of up to $120 million. Because of Sempra Energy’s updated ownership and financing plan in connection with its acquisition of EFH, the proceeds of the potential Exit Facilities are no longer necessary, and such loan facilities will not be entered into on the Effective Date of the Plan.”
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