November 20, 2017 9:00 PM ET

Electric Utilities

Company Overview of Energy Future Intermediate Holding Company LLC

Company Overview

Energy Future Intermediate Holding Company LLC operates as a regulated electricity transmission and distribution company in the United States. The company offers transmission services to electricity distribution companies, cooperatives, and municipalities; and distribution services to REPs that sell electricity to residential, business, and other consumers. As of December 31, 2015, it had transmission facilities, including 6,410 circuit miles of 345 kilovolts transmission lines; and 9,536 circuit miles of 138 kilovolts and 69 kilovolts transmission lines. The company also had a distribution system of approximately 3.3 million points of delivery; and 56,956 miles of overhead primary conductor...

Energy Plaza

1601 Bryan Street

Dallas, TX 75201

United States

Key Executives for Energy Future Intermediate Holding Company LLC

Chair, CEO & President
Age: 61
Chief Financial Officer, Co-Chief Restructuring Officer, Executive Vice President and Director
Age: 63
Senior Vice President and Treasurer
Age: 56
Senior Vice President
Senior Vice President and Controller
Compensation as of Fiscal Year 2017.

Energy Future Intermediate Holding Company LLC Key Developments

First Amended Reorganization Plan and Disclosure Statement Filed by EFH/EFIH Debtors

Energy Future Holdings Corporation filed an amended plan of reorganization along with disclosure statement for EFH/EFIH debtors in the US Bankruptcy Court on August 23, 2017. As per the amended plan filed, EFH Legacy Note Claims, EFH LBO Note Primary Claims, EFH Swap Claims and General Unsecured Claims Against the EFH Debtors Other Than EFH Corp. shall have a recovery rate of 16%. TCEH Settlement Claim shall have a recovery rate of 11%. EFH LBO Note Guaranty Claims and General Unsecured Claims Against the EFIH Debtors shall have a recovery rate of 39%. The treatment for all other claim classes remains same. Energy Future Holdings Corporation filed modifications to the first amended plan along with disclosure statement for EFH/EFIH debtors in the US Bankruptcy Court on September 5, 2017. There were no modifications related to change in treatment of different claim classes of the plan.

Reorganization Plan and Disclosure Statement Filed by EFH/EFIH Debtors

Energy Future Holdings Corporation filed a plan of reorganization along with disclosure statement for EFH/EFIH debtors in the US Bankruptcy Court on July 7, 2017. As per the plan filed, EFIH First Lien DIP Claims shall receive payment in full in Cash or such other treatment as may be agreed to by such Holder and the EFIH Debtors. Administrative Claims shall receive payment in full in Cash. Priority Tax Claims shall receive payment in Cash in a manner consistent with section 1129(a)(9)(C) of the Bankruptcy Code. Other Secured Claims Against the EFH Debtors in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A1, each such Holder shall receive, at the option of the applicable EFH Debtor(s) with the consent of the Plan Sponsor, either: (i) payment in full in Cash and payment of any interest required under section 506(b) and section 1129(b)(2)(i)(II) of the Bankruptcy Code; (ii) delivery of collateral securing any such Claim and payment of any interest required under section 506(b) and section 1129(b)(2)(i)(II) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired. Other Priority Claims Against the EFH Debtors in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A2, each such Holder shall receive, at the option of the applicable EFH Debtor(s) with the consent of the Plan Sponsor, either: (i) payment in full in Cash; or (ii) other treatment rendering such Claim Unimpaired. Legacy General Unsecured Claims against the EFH Debtors in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A3, each such Holder shall receive Reinstatement of such Claim on the Effective Date. EFH Legacy Note Claims of $1.864 billion in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A4, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool. EFH Unexchanged Note Claims of $5 million in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A5, each such Holder shall receive, up to the Allowed amount of its Claim: (i) its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool; and (ii) if the Class A5 Claims constitute EFH Beneficiary Claims, and solely to the extent of any portion of its Allowed Claim that is not paid in full pursuant to the preceding clause, its Pro Rata share of up to $5.8 million of the TCEH Settlement Claim Turnover Distributions, if any. EFH LBO Note Primary Claims of $60 million in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A6, each such Holder shall receive, up to Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool; provided, however, that in no event shall a Holder of an Allowed Claim in Class A6 receive more than a single satisfaction of such Allowed Claim, including any recovery received on account of an Allowed Claim in Class B5. EFH Swap Claims in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A7, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool. EFH Non-Qualified Benefit Claims in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A8, each such Holder shall receive, up to the Allowed amount of its Claim: (i) its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool; and (ii) if the Class A8 Claims constitute EFH Beneficiary Claims, and solely to the extent of any portion of its Allowed Claim that is not paid in full pursuant to the preceding clause, its Pro Rata share of up to $30 million in Cash on account of the TCEH Settlement Claim Turnover Distributions, if any. General Unsecured Claims Against EFH Corp. in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A9, each such Holder shall receive, up to the Allowed amount of its Claim: (i) its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool; and (ii) if the Class A9 Claims constitute EFH Beneficiary Claims, and solely to the extent of any portion of its Allowed Claim that is not paid in full pursuant to the preceding clause, its Pro Rata share of up to $2 million of the TCEH Settlement Claim Turnover Distributions, if any. General Unsecured Claims Against the EFH Debtors Other Than EFH Corp. in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A10, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool. TCEH Settlement Claim shall receive, up to the Allowed amount of the TCEH Settlement Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Unsecured Creditor Recovery Pool less any TCEH Settlement Claim Turnover Distributions. For purposes of the foregoing, the Holders of the Allowed TCEH First Lien Secured Claims are creditors of EFH Corp. in respect of the TCEH Settlement Claims, and recoveries on account of such Claims shall be distributed directly to the Holders of Allowed TCEH First Lien Secured Claims, as set forth in Article III.B.29 of the TCEH Plan. Upon the EFH Effective Date, Reorganized TCEH shall be deemed to not have control, possession, title, or ownership of the TCEH Settlement Claims or any recovery on account thereof. EFH Debtor Intercompany Claims shall be, at the option of the EFH Debtors with the consent of the Plan Sponsor, either: (i) Reinstated; or (ii) Canceled and released without any distribution on account of such Claims. Non-EFH Debtor Intercompany Claims shall be canceled and released without any distribution on account of such Claims. EFH Debtors Other Than EFH Corp. shall be, at the option of the EFH Debtors with the consent of the Plan Sponsor, either: (i) Reinstated; or (ii) canceled and released without any distribution on account of such Interests; provided, however, that Interests in Debtors LSGT Gas Company LLC, EECI, Inc., EEC Holdings, Inc., and LSGT SACROC, Inc. shall be Reinstated. Interests in EFH Corp. shall be canceled and released without any distribution on account of such Interests. Other Secured Claims Against the EFIH Debtors in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class B1, each such Holder shall receive, at the option of the applicable EFIH Debtor(s) with the consent of the Plan Sponsor, either: (i) payment in full in Cash; (ii) delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired. Other Priority Claims Against the EFIH Debtors in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class B2, each such Holder shall receive, at the option of the applicable EFIH Debtor(s) with the consent of the Plan Sponsor, either: (i) payment in full in Cash; or (ii) other treatment rendering such Clai

Replacement DIP Financing Approved for EFIH Debtors

The US Bankruptcy Court gave an order to Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. (EFIH Debtors) to obtain replacement DIP financing on June 26, 2017. As per the order, the debtor has been authorized to borrow up to $6.30 billion under the EFIH First Lien DIP Credit Agreement, consisting of a first lien super priority term loan of $5.475 billion, and up to $825 million in incremental term loans, $600 million of which the EFIH Debtors intend to borrow upon the repayment of the Existing EFIH First Lien DIP Facility from the several lenders from time to time with Citibank N.A. acting as the administrative agent. The DIP loan would either carry an interest rate of LIBOR plus 3% p.a., or an alternate base rate plus 2% p.a., along with an additional 2% p.a. interest in the event of default. The DIP facility would mature either on June 30, 2018, or on the effective date of the plan or on the date of consummation of the sale of substantially all assets, whichever is earlier. The Maturity Date will occur in any event no later than December 30, 2018. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out of $25 million towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral.

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