TXU Corp. Announces Completion of Acquisition by Investors Led by KKR and TPG
11 10월 2007 - 6:20AM
PR Newswire (US)
- 15% Retail Price Cut Being Implemented DALLAS, Oct. 10
/PRNewswire-FirstCall/ -- TXU Corp. (NYSE:TXU) today announced the
completion of its merger agreement with Texas Energy Future
Holdings Limited Partnership (TEF). TEF is led by a group of
investors including Kohlberg Kravis Roberts & Co. (KKR), Texas
Pacific Group (TPG) and Goldman Sachs Capital Partners. TXU
shareholders overwhelmingly approved the merger at the company's
Annual Meeting on September 7, 2007. With the completion of the
merger, TXU Corp. has changed its name to Energy Future Holdings
Corp. Shares of TXU common stock, which are listed on the New York
Stock Exchange and the Chicago Stock Exchange, ceased trading at
close of market today and will be delisted. Under the terms of the
merger agreement, TXU shareholders are entitled to $69.25 in cash
for each share of TXU common stock held. Lehman Brothers, Citigroup
and Morgan Stanley became equity investors at closing. Completion
of the merger agreement marks the final step in the transformation
into a privately held company that is already delivering price
cuts, price protection and low-income customer benefits, as well as
taking actions to provide affordable power for years to come. In
addition, the company will seek to achieve top environmental
performance in the industry and greater involvement and dialogue
with environmental, government and community leaders. "Our
investment horizon allows the board, management and employees to
formulate and implement a long-term strategy to meet customer needs
and to respond to the significant energy challenges in Texas," said
Marc Lipschultz of KKR. Since the announcement of the merger
transaction on February 26, 2007, TEF's plans for the company's new
direction have received support from consumer groups, environmental
groups, labor unions, business leaders and elected officials from
communities across Texas. "We have maintained open and productive
dialogues with legislators, regulators, customers and consumer
advocates. Together, we are proud to be part of a transformation
that will benefit -- and in fact already is benefiting -- customers
and residents of the state of Texas," said Michael MacDougall of
TPG. New Leadership With the close of the transaction, Donald L.
Evans becomes non-executive chairman of Energy Future Holdings
Corp. Evans previously served as U.S. Secretary of Commerce for
four years under President George W. Bush. "We are excited about
the opportunities that the completion of this merger provides. This
transaction is not only good for TXU shareholders, but also for
employees, customers and residents across the state of Texas," said
Evans. "I look forward to working with management and employees to
demonstrate our commitment to being a leading corporate citizen, to
implementing stronger environmental policies and to providing
reliable and affordable power." As non-executive chairman, Evans
will lead the company's board of directors, which as previously
announced will include: William Reilly, Chairman Emeritus of the
World Wildlife Fund and former EPA Administrator; Lyndon Olson,
former U.S. Ambassador to Sweden; James Huffines, Chairman of the
Central Region Plains Capital Bank; and Kneeland Youngblood of
Pharos Capital Group, LLC. Former U.S. Secretary of State James A.
Baker, III will serve as advisor to the company. "This company and
its employees are ready for the next step. We look forward to
implementing additional separation of our three businesses so each
can focus on the distinct customers they serve," said Tom Baker,
Vice-Chairman of TXU Corp. who will transition to Chairman Emeritus
of Energy Future Holdings Corp. As previously announced, with the
successful completion of the transaction, C. John Wilder has
resigned as TXU Corp. Chairman and CEO. Since his arrival in
February 2004, Wilder led the company to substantial performance
improvements including: outstanding shareholder returns; a
successful business turnaround; and a major restructuring of the
operations and growth program. "I am proud of what TXU has become
and confident that the company is in good hands. Because of the
hard work of TXU employees, these businesses are operating at safe,
high-performance levels across many dimensions," said Wilder. Evans
concluded, "I'd like to thank John Wilder and the outgoing board of
directors for their years of service to the company. They leave a
company of outstanding men and women, dedicated to excellence in
customer service and energy reliability. We wish them well in their
future endeavors." Three Separate and Distinct Companies Energy
Future Holdings Corp., a holding company, will continue the
transition of its businesses into three separate and distinct
business units with separate boards, management teams, and
headquarters. Each business will operate independently under the
leadership of a CEO: -- Jim Burke will serve as CEO of TXU Energy,
a competitive electricity retailer; -- Mike Greene will serve as
CEO of Luminant, a competitive power generation business, including
mining, wholesale marketing and trading, and construction; and --
Bob Shapard will serve as CEO of Oncor, a regulated electric
distribution and transmission business. To maintain smooth ongoing
operations, current business unit management and organizational
structures will remain in place at least through a transition
period, which is expected to be complete in the first half of 2008.
Beyond the further separation of the three primary businesses, most
employees will experience few differences in their day-to-day jobs.
The transition will be seamless to customers. Headquarters for each
of the three businesses will remain in the Dallas/Fort Worth area.
Price Cuts As a result of the close of the transaction, TXU Energy
will reduce retail prices by an additional 5%, resulting in a total
15% price reduction in 2007 for residential customers who had not
already chosen one of TXU Energy's lower-priced or environmentally
friendly options. With this additional reduction TXU Energy will
continue to offer the lowest prices of any incumbent competitive
retailer in Texas. The value of TXU Energy's lower prices,
innovative range of products to meet customer needs, and focus on
customer service have contributed to an increase in customer count
over the past few months. $150 Million Commitment to Low-Income
Assistance TEF and TXU Energy have announced the creation of TXU
Energy Access, a comprehensive program representing a commitment of
more than $150 million over 5 years to assist low-income customers.
Environmental Benefits As part of the transaction, TEF made a range
of commitments to strengthen environmental policies, make
significant investments in alternative energy and institute
corporate policies tied to climate stewardship. Those efforts
helped earn the endorsement of Environmental Defense and the
Natural Resources Defense Council, two of the nation's largest and
most respected environmental organizations. In keeping with the
commitment to reduce the number of planned coal-fueled generation
units from 11 to three, the eight air permit applications will be
withdrawn by Luminant. The eight air permit applications were
suspended shortly following the announcement of the merger
agreement. In addition, Energy Future Holdings Corp. will create a
Sustainable Energy Advisory Board comprised of individuals who
represent the following interests: the environment; customers;
Texas economic development; and ERCOT reliability standards. Board
member William Reilly, Chairman Emeritus of the World Wildlife Fund
and former Administrator of the U.S. Environmental Protection
Agency, will lead the effort to make climate stewardship central to
corporate policies. Oncor In advance of the close of the
transaction, Oncor and TEF reached an agreement in principle with
the key parties that would resolve all outstanding issues in the
Public Utility Commission of Texas (PUC) review under Public
Utility Regulatory Act Section 14.101 related to the change in
control of Oncor. The agreement includes provisions under which the
PUC would dismiss Oncor's pending rate case. The agreement is
subject to approval by the PUC. Following the close of the
acquisition of TXU Corp. and as previously disclosed, TEF will sell
a twenty percent stake in Oncor. Now that the acquisition is
complete, the minority stake sale process will commence shortly and
is an important element of the investor group's plan. The sale of a
twenty percent minority stake in Oncor has long been part of TEF's
plan to enhance Oncor's independence and separation from TXU Corp.,
TXU Energy and Luminant. The purchaser of the twenty percent stake
will not be affiliated with any of the companies owned by TXU Corp.
or the parties involved in this transaction, and will have
meaningful representation on the Oncor board of directors. In
addition, Oncor plans to secure all of its currently existing
long-term debt. This does not include the $800 million principal
amount of floating rate senior notes that were redeemed upon
completion of the merger as required by the terms of the notes.
Oncor's $2 billion credit facility is also secured. Shareholder
Information Shareholders of record of TXU Corp. common stock who
have stock certificates will receive instructions and a letter of
transmittal from Mellon Investor Services LLC, the disbursing agent
for the merger, concerning how and where to forward stock
certificates for exchange and payment. Shareholders of record whose
shares are held in book entry (electronic) form will receive a
check from Mellon without needing to take any action. For shares
held in "street name" through a broker, bank or other nominee,
shareholders need not take any action to have shares exchanged for
cash through the broker, bank or other nominee. For street name
shareholders, questions about the receipt of compensation for
shares should be directed to the appropriate broker, bank or other
nominee. For all other questions regarding the exchange of TXU
Corp. common stock shares, please call Mellon Investor Services LLC
toll free at 1-877-277-9913. About Energy Future Holdings Energy
Future Holdings Corp., formerly named TXU 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 2.1 million
electricity customers in Texas. Luminant is a competitive power
generation business, including mining, wholesale marketing and
trading, construction and development operations. Luminant has over
18,300 MW of generation in Texas, including 2,300 MW of nuclear and
5,800 MW of coal-fueled generation capacity. Luminant is also the
largest purchaser of wind-generated electricity in Texas and fifth
largest in the United States. Oncor is a regulated electric
distribution and transmission business that uses superior asset
management skills to provide reliable electricity delivery to
consumers. Oncor operates the largest distribution and transmission
system in Texas, providing power to three million electric delivery
points over more than 101,000 miles of distribution and 14,000
miles of transmission lines. Visit http://www.txucorp.com/ for more
information. About TEF Texas Energy Future Holdings Limited
Partnership is the holding company formed by Kohlberg Kravis
Roberts & Co., Texas Pacific Group and other investors to
acquire TXU Corp. Forward Looking Statements This release contains
forward-looking statements, which are subject to various risks and
uncertainties. Discussion of risks and uncertainties that could
cause actual results to differ materially from management's current
projections, forecasts, estimates and expectations is contained in
Energy Future Holdings Corp. or TXU Corp.'s filings with the
Securities and Exchange Commission. Specifically, TXU Corp. makes
reference to the section entitled "Risk Factors" in its annual and
quarterly reports. In addition to the risks and uncertainties set
forth in the SEC reports or periodic reports, the proposed
transactions described in this release could be affected by, among
other things, the occurrence of any event, change, market
conditions or other circumstances that could prevent TEF from
completing the sale of the 20 percent interest in Oncor.
DATASOURCE: TXU CONTACT: Corporate Communications, Brian Tulloh,
+1-214-812-8395, or Investor Relations, Tim Hogan, +1-214-812-4641,
or Bill Huber, +1-214-812-2480, all of TXU; or Jeff Eller of Energy
Future Holdings, +1-214-812-1176 Web site: http://www.txu.com/
Copyright
Txu (NYSE:TXU)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Txu (NYSE:TXU)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024