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 28~~August 4, 2016

Energy Future Holdings Corp.

(Exact name of registrant as specified in its charter)

Texas

1-12833

46-2488810

(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)

Delaware		1-34544		26-1191638
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Energy Future Competitive Holdings Company LLC

(Exact name of registrant as specified in its charter)

Delaware

1-34543

75-1837355

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201

(Address of principal executive offices, including zip code)

214-812-4600

(Registrants’ telephone number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

¨	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))

Background Information

On April 29, 2014, Energy Future Holdings Corp. (“EFH Corp.”) and the substantial majority of its direct and indirect subsidiaries, including Energy Future Intermediate Holding Company LLC ~~(“EFIH”)~~, Energy Future Competitive Holdings Company LLC (“EFCH”) and Texas Competitive Electric Holdings Company LLC (“TCEH”), but excluding Oncor Electric Delivery Holdings Company LLC ~~(“Oncor”)~~ and its direct and indirect subsidiaries, filed voluntary petitions for relief (the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases pending in the Bankruptcy Court concerning the Bankruptcy Filing are referred to in this Current Report on Form 8-K as the “Chapter 11 Cases.” During the pendency of the ~~Bankruptcy~~Chapter ~~Filing~~11 Cases, EFH Corp. and its direct and indirect subsidiaries that are included in the Bankruptcy Filing ~~(collectively, the “Debtors”)~~ are operating their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

InCapitalized ~~May~~terms ~~2016,~~used ~~the~~herein ~~Debtors~~but ~~filed~~not adefined ~~joint~~herein ~~plan~~shall ofhave ~~reorganization (~~the ~~“Plan”) pursuant~~meaning toascribed Chapter 11 of the Bankruptcy Code and a related disclosure statement with the Bankruptcy Court. In connection with the Merger Agreement (as described below), each of EFH, EFIH, EFIH Finance Inc., certain of EFH’s direct and indirect subsidiaries signatories thereto (collectively, the “EFH Debtors”) and NextEra Energy, Inc. (“NEE”) agreed to ~~certain~~such ~~amendments to the Plan with respect to the EFH Debtors (the “Amended Plan”). Pursuant to the~~ terms ofin the ~~Plan~~Prior ~~Support~~Form ~~Agreement~~8-K (as ~~described~~defined below)~~, it is expected that the Debtors will file the Amended Plan with the Bankruptcy Court and seek confirmation of the Amended Plan~~. ~~The Plan provides (and the Amended Plan will~~ provide) that the confirmation and effective date of the plan of reorganization with respect to EFCH, TCEH and the subsidiaries of TCEH that are Debtors may occur separate from, and independent of, the confirmation and effective date of the plan of reorganization with respect to the EFH Debtors.

~~The~~Item ~~Bankruptcy Code does not permit solicitation of acceptances of a plan of reorganization until the Bankruptcy Court approves the applicable disclosure statement relating to the plan of reorganization~~1. ~~Accordingly,~~01 ~~this~~Entry ~~Current~~into ~~Report on Form 8-K is not intended to be, nor should it be construed as,~~ a ~~solicitation~~Material ~~for a~~Definitive ~~vote on the Plan or the Amended Plan~~Agreement. There can be no assurance that the Bankruptcy Court will approve a disclosure statement related to the Amended Plan, that the EFH Debtors’ stakeholders will vote to approve the Amended Plan, or that the Bankruptcy Court will confirm the Plan or the Amended Plan. The EFH Debtors will emerge from Chapter 11 if and when a plan of reorganization receives the requisite approval from holders of claims, an order confirming the plan of reorganization is entered by the Bankruptcy Court and certain conditions to the effectiveness of the plan of reorganization, as stated therein, are satisfied.

~~Item~~Reference 1is made to the Current Report on Form 8-K filed by EFH Corp.01 and EFCH on June 2, 2016 (“Prior Form 8-K”) regarding the Debt Commitment Letter pursuant to which the Commitment Parties committed to provide secured financing to TCEH in the form of the DIP Roll Facilities. The ~~Entry~~Debt ~~into~~Commitment aLetter, ~~Material~~including ~~Definitive~~the ~~Agreement~~DIP Roll Facilities, was approved by an order of the Bankruptcy Court in June 2016 (the “Order”).

~~Plan~~On ~~Support~~August ~~Agreement~~4, 2016 (the “Closing Date”), TCEH entered into the DIP Roll Facilities, which consist of a senior secured, super-priority credit agreement by and among EFCH, TCEH, TCEH’s subsidiary guarantors named therein, the Commitment Parties, the other lenders party thereto from time to time, and Deutsche Bank AG, New York Branch, as administrative and collateral agent. The DIP Roll Facilities provide for up to $4.25 billion in financing consisting of (i) a $750 million senior secured, super-priority revolving credit facility (the “Revolving Credit Facility”), (ii) a $650 million senior secured, super-priority funded term loan letter of credit facility (the “Term Loan Letter of Credit Facility”) and (iii) a $2.85 billion senior secured, super-priority term loan (the “Term Loan B Facility”). The DIP Roll Facilities currently constitute a senior secured, super-priority debtor-in-possession facility and, upon the Conversion Date (as defined in the DIP Roll Facilities), will convert to a senior secured exit facility.

~~On July 29,~~The ~~2016,~~net proceeds from the ~~EFH~~financing ~~Debtors~~(excluding ~~and~~approximately ~~NEE~~$215 ~~entered~~million ~~into~~in acash ~~Plan~~returned ~~Support~~to ~~Agreement~~TCEH (from the ~~“Plan~~letter ~~Support~~of ~~Agreement”~~credit issuer under the TCEH DIP Credit Facilities (as defined below)) towere ~~effect~~approximately an$3.3 ~~agreed~~billion. ~~upon~~Approximately ~~restructuring~~$2.65 billion of the ~~EFH~~net ~~Debtors~~proceeds ~~pursuant~~from the Term Loan B Facility were used to repay all amounts outstanding under the ~~Amended~~TCEH ~~Plan~~DIP Credit Facilities (as defined and described below under Item 1.02). ~~Under~~The remaining net proceeds from the ~~terms~~Term Loan B Facility will be used for general corporate purposes. All of the ~~Amended~~net proceeds from the Term Loan Letter of Credit Facility were used to fund collateral ~~Plan~~accounts that backstop the issuances of letters of credit. As of the Closing Date, ~~among~~there ~~other~~were ~~things~~no borrowings outstanding under the Revolving Credit Facility and ~~subject~~approximately to$585 ~~certain~~million ~~conditions~~of letters of credit issued and ~~required~~outstanding ~~regulatory~~under ~~approvals:~~the Term Loan Letter of Credit Facility.

•The ~~TCEH~~principal ~~will~~amounts ~~execute~~outstanding aunder ~~transaction~~the ~~that~~DIP ~~will~~Roll ~~result~~Facilities inbear interest based on applicable LIBOR rates (subject to a ~~partial~~LIBOR ~~step-up~~floor of 1%) or base rates plus applicable margins as set forth in the ~~tax~~DIP ~~basis~~Roll ofFacilities. The DIP Roll Facilities also provide for certain ~~TCEH~~additional ~~assets;~~fees payable to the agents and lenders, as well as availability fees payable with respect to any unused portions of the available DIP Roll Facilities. The DIP Roll Facilities will mature on the applicable dates set forth in the DIP Roll Facilities.

•The obligations under the ~~spin-off~~DIP ofRoll ~~reorganized~~Facilities ~~TCEH~~are ~~and~~secured ~~certain~~by a lien covering substantially all of TCEH’s and its ~~direct~~restricted subsidiaries’ assets, rights and ~~indirect~~properties, ~~subsidiaries~~subject (to certain exceptions set forth in the ~~“Reorganized~~DIP ~~TCEH~~Roll ~~Spin-Off”)~~Facilities. ~~will~~The ~~occur~~DIP Roll Facilities provide for a carve-out (~~such~~as ~~first~~described ~~two~~in ~~bullets~~the Order, the “RCT Carve-Out”) related to mining reclamation requirements that TCEH’s ~~Transactions~~Luminant Mining subsidiary has with the Railroad Commission of Texas (the “RCT”);, ~~and~~which among other things, oversees lignite mining activity in Texas. The RCT Carve-Out will be used by Luminant Mining to secure up to $975 million of its mining reclamation obligations with the RCT.

•2 ~~NEE will acquire reorganized EFH Corp. (“Reorganized EFH”) pursuant to the Merger Agreement (as described below).~~

The ~~TCEH~~DIP ~~Transactions~~Roll ~~are~~Facilities ~~not~~also ~~dependent~~permit oncertain ~~the~~hedging ~~consummation~~agreements ofto ~~the~~be ~~transactions~~secured ~~contemplated~~on bya pari-passu basis with the ~~Plan~~DIP ~~Support~~Roll ~~Agreement~~Facilities orin the ~~Merger~~event ~~Agreement~~those ~~and~~hedging ~~may occur~~agreements ~~separately~~meet ~~from~~certain ~~those transactions~~criteria.

2The DIP Roll Facilities provide for affirmative and negative covenants applicable to TCEH and its restricted subsidiaries, including affirmative covenants requiring TCEH to provide financial information, budgets and other information to the agents under the DIP Roll Facilities, and negative covenants restricting TCEH’s and its restricted subsidiaries’ ability to incur additional indebtedness, grant liens, dispose of assets, make investments, pay dividends or take certain other actions, in each case except as permitted in the DIP Roll Facilities. TCEH’s ability to borrow under the DIP Roll Facilities is subject to the satisfaction of certain customary conditions precedent.

The ~~EFH~~DIP ~~Debtors~~Roll ~~will~~Facilities ~~seek~~provide ~~Bankruptcy~~for ~~Court~~certain ~~approval~~customary events of default, including events of default resulting from non-payment of principal, interest or other amounts when due, material breaches of representations and warranties, material breaches of covenants in the ~~Plan~~DIP ~~Support~~Roll ~~Agreement~~Facilities or ancillary loan documents, cross-defaults under other agreements or instruments and the entry of material judgments against TCEH or its restricted subsidiaries. The DIP Roll Facilities also include, solely with respect to the Revolving Credit Facility and which is only applicable when the amount of loans under such facility exceed a specified threshold (as described in the DIP Roll Facilities), an event of default that may arise from TCEH’s failure to meet a financial leverage test. Upon the existence of an event of default, the DIP Roll Facilities provide that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders.

~~The~~A ~~above~~copy ~~description~~ of the ~~Plan~~DIP ~~Support~~Roll ~~Agreement~~Facilities is ~~qualified~~filed inas ~~its~~an ~~entirety~~exhibit ~~by reference~~ to ~~the~~this ~~Plan~~Current ~~Support~~Report ~~Agreement.~~on ~~EFH~~Form ~~Corp.,~~8-K ~~EFIH~~ and ~~EFCH~~is ~~plan~~incorporated toherein ~~file~~by ~~the~~reference. ~~Plan~~The ~~Support~~above description ~~Agreement~~of asthe anDIP ~~exhibit~~Roll toFacilities anis ~~amendment~~qualified toin ~~this~~its ~~Current~~entirety ~~Report~~by onreference ~~Form~~to ~~8-K~~the DIP Roll Facilities.

~~Merger~~Item 1.02 Termination of a Material Definitive Agreement .

On ~~July 29,~~the ~~2016~~Closing Date, ~~EFH~~concurrently ~~Corp.~~with the ~~and~~closing ~~EFIH~~of ~~entered~~the ~~into~~DIP anRoll ~~Agreement~~Facilities ~~and~~described ~~Plan~~in Item 1.01 of ~~Merger~~this (Current Report on Form 8-K, all amounts outstanding under the ~~“Merger~~Senior Secured Superpriority Debtor-in-Possession Credit Agreement”) ~~with NEE~~dated ~~and~~as ~~EFH~~of ~~Merger~~May ~~Co.~~5, ~~LLC~~2014 ~~(“Merger~~among ~~Sub”)~~EFCH, aTCEH, ~~wholly-owned~~the lenders ~~subsidiary~~from oftime ~~NEE.~~to ~~Pursuant~~time toparties ~~the~~thereto, ~~Merger~~Citibank, ~~Agreement~~N.A., atas administrative agent and collateral agent, the ~~effective~~co-syndication ~~time~~agents ofparties thereto, the ~~Amended~~co-documentation ~~Plan~~agents ~~with~~parties ~~respect~~thereto toand the ~~EFH~~joint ~~Debtors~~lead arrangers and joint bookrunners parties thereto, ~~EFH~~which ~~Corp.~~was ~~will~~approved ~~merge~~by ~~with~~the ~~and~~Bankruptcy ~~into~~Court ~~Merger~~in ~~Sub~~ June 2014 (the “~~Merger~~TCEH DIP Credit Facilities”), ~~with~~were ~~Merger~~repaid ~~Sub~~in ~~surviving~~full, asand athe ~~wholly~~TCEH ~~owned~~DIP ~~subsidiary~~Credit ofFacilities ~~NEE~~were terminated. A ~~The~~description ~~consideration~~of ~~payable~~the byterms ~~NEE~~and ~~pursuant~~conditions to of the ~~Merger~~TCEH ~~Agreement~~DIP ~~consists~~Credit ~~primarily~~Facilities ofis ~~cash.~~included Ain ~~portion~~footnote of12 to the ~~consideration~~financial tostatements beincluded ~~distributed~~in tothe ~~certain holders~~Annual ofReports ~~allowed~~on ~~claims~~Form ~~and~~10-K ~~interests~~of in EFH Corp. and ~~EFIH~~EFCH asfiled ~~set~~on ~~forth~~March in1, ~~the~~2016, ~~Amended~~which ~~Plan~~description ~~will~~is ~~consist~~incorporated ofby ~~common~~reference ~~stock~~into ofthis ~~NEE~~Item 1.02.

~~The Merger~~Item ~~Agreement contains representations and warranties and interim operating covenants that are customary for an agreement of this nature~~2.03 ~~The~~Creation ~~Merger Agreement also includes various conditions precedent to consummation~~ of ~~the transactions contemplated thereby, including, among others,~~ a ~~condition~~Direct ~~that~~Financial ~~certain~~Obligation ~~approvals~~or ~~and~~an ~~rulings~~Obligation beUnder ~~obtained,~~an ~~including~~Off-Balance ~~from,~~Sheet ~~among~~Arrangement ~~others, the Public Utility Commission~~ of ~~Texas (the “PUCT”) and the Internal Revenue Service (“IRS”) and~~ a ~~condition that the TCEH Transactions have occurred~~Registrant. NEE will not be required to consummate the Merger if, among other items, the PUCT approval is obtained but with conditions, commitments or requirements that impose a Burdensome Condition (as defined in the Merger Agreement). NEE’s and Merger Sub’s obligations under the Merger Agreement are not subject to any financing condition.

~~Prior~~The toinformation ~~approval~~set offorth ~~the~~under ~~Merger Agreement by the Bankruptcy Court, EFH and EFIH may continue to solicit acquisition proposals with respect to Reorganized EFH~~Item 1.01 ~~In addition, following approval~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report byon ~~the~~Form ~~Bankruptcy~~8-K ~~Court~~is ~~and~~incorporated ~~until confirmation of the Amended Plan~~ by ~~the~~reference ~~Bankruptcy~~into ~~Court,~~this ~~EFH and EFIH may continue or have discussions or negotiations with respect to acquisition proposals for Reorganized EFH (x)~~Item with persons that were in active negotiation at the time of approval of the Merger Agreement by the Bankruptcy Court and (y) with persons that submit an unsolicited acquisition proposal that is, or is reasonably likely to lead to, a Superior Proposal (as defined in the Merger Agreement)2.03.

~~The~~Item ~~Merger~~9.01. ~~Agreement~~Financial ~~may~~Statements beand ~~terminated upon certain events, including, among other things:~~ Exhibits.

•(d) byExhibits ~~either party, if the Merger is not consummated by March 26, 2017, subject to a 90 day extension under certain conditions; or~~

•3 by EFH Corp. or EFIH, until the entry of the confirmation order of the Amended Plan with respect to the EFH Debtors, if their respective board of directors or managers determines after consultation with its independent financial advisors and outside legal counsel, and based on advice of such counsel, that the failure to terminate the Merger Agreement is inconsistent with its fiduciary duties; provided that a material breach of EFH Corp.’s or EFIH’s obligations under certain provisions of the Merger Agreement has not provided the basis for such determination.

Following approval of the Merger Agreement by the Bankruptcy Court, if the Merger Agreement is terminated for certain reasons set forth therein and an alternative transaction is consummated by EFH or EFIH in which neither NEE nor any of its affiliates obtains direct or indirect ownership of approximately 80% of Oncor, then EFH and EFIH will pay a termination fee of $275,000,000 to NEE.


Exhibit No.		Description

10.1		Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of August 4, 2016, among EFCH, TCEH, the lending institutions from time to time parties thereto, Deutsche Bank AG New York Branch, as Administrative Agent, Collateral Agent and Term Letter of Credit Issuer, and Deutsche Bank Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, UBS Securities LLC and Natixis, New York Branch, as Joint Lead Arrangers and Joint Bookrunners.

~~EFH~~4 Corp.’s and EFIH’s respective obligations under the Merger Agreement are subject in all respects to the prior approval of the Bankruptcy Court. Under the terms of the Plan Support Agreement, the EFH Debtors will seek Bankruptcy Court approval of the Merger Agreement.

3SIGNATURES

~~The~~Pursuant ~~above~~to ~~description~~the requirements of the ~~Merger~~Securities ~~Agreement~~Exchange isAct ~~qualified~~of ~~in its entirety by reference to the Merger Agreement~~1934, ~~which~~each ~~EFH~~registrant ~~Corp.,~~has ~~EFIH~~duly ~~and~~caused ~~EFCH~~this ~~plan~~report to ~~file~~be assigned anon ~~exhibit~~its tobehalf anby the ~~amendment~~undersigned tothereunto ~~this~~duly ~~Current Report on Form 8-K~~authorized.

~~Item~~ENERGY 7FUTURE HOLDINGS CORP.01 /s/ Terry L. ~~Regulation~~Nutt FDName: ~~Disclosure~~Terry L. Nutt Title: Senior Vice President & Controller

~~Private~~ENERGY ~~Letter~~FUTURE ~~Ruling~~COMPETITIVE HOLDINGS COMPANY LLC /s/ Terry L. Nutt Name: Terry L. Nutt Title: Senior Vice President & Controller

In June 2014, EFH Corp. filed a request with the IRS for a private letter ruling, which request has been supplemented from time to time in response to requests from the IRS for information or as required by changes in the contemplated transactions (as supplemented, the “Private Letter Ruling”).Dated: ~~On July~~August 285, 2016, we received the Private Letter Ruling. It provides, among other things, for certain rulings regarding the qualification of (i) the transfer of certain assets and ordinary course operating liabilities to reorganized TCEH and (ii) the distribution of the equity of reorganized TCEH, the cash proceeds from reorganized TCEH debt, if any, the cash proceeds from the sale of preferred stock in a newly-formed entity, and the right to receive payments under a tax receivables agreement (if any), to holders of TCEH first lien claims, as a reorganization qualifying for tax-free treatment to the extent of the reorganized TCEH stock received.

Background Information

The information set forth above under the heading “Background Information” is incorporated into this Item 7.01 by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. All statements, other than statements of historical facts, are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although we believe that in making any such forward-looking statement our 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 under “Risk Factors” and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by each of EFH Corp., EFIH, EFCH and Oncor and the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements:

• our ability to obtain the approval of the Bankruptcy Court with respect to motions filed in our Chapter 11 cases, including with respect the Amended Plan and related disclosure statement, and the outcomes of Bankruptcy Court rulings and our Chapter 11 cases in general;

• the effectiveness of the overall restructuring activities pursuant to the Bankruptcy Filing and any additional strategies we employ to address our liquidity and capital resources;

• whether the conditions (including required regulatory approvals) to consummation of the transactions contemplated by the Amended Plan and the Merger Agreement will be satisfied or obtained;

• the actions and decisions of creditors, regulators and other third parties that have an interest in our Chapter 11 cases; and

• restrictions on us due to the terms of debtor-in-possession financing facilities and restrictions imposed by the Bankruptcy Court.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to

time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

SIGNATURES

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/ Terry L. Nutt Name: Terry L. Nutt Title: Senior Vice President & Controller

ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC /s/ Terry L. Nutt Name: Terry L. Nutt Title: Senior Vice President & Controller

ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC /s/ Terry L. Nutt Name: Terry L. Nutt Title: Senior Vice President & Controller

Dated: July 29, 2016

Filing Compare · Energy Future Holdings Corp /TX/