As filed with the Securities and Exchange Commission on February 7, 2011
Registration No. 333-171253
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Energy Future Holdings Corp.
(Exact name of registrant issuer as specified in its charter)
SEE INSIDE FACING PAGE FOR TABLE OF REGISTRANT GUARANTORS
| Texas | 4911 | 75-2669310 | ||
| (State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1601 Bryan Street
Dallas, Texas 75201-3411
(214) 812-4600
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Andrew M. Wright
EFH Corporate Services Company
Vice President and Associate General Counsel
1601 Bryan Street
Dallas, Texas 75201-3411
(214) 812-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert B. Little
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
(214) 220-7931
Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-171253
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a small reporting company) | Small reporting company | ¨ | |||
Table of Additional Registrant Guarantors
| Exact Name of Registrant Guarantor as Specified in its Charter (or Other Organizational Document) |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
Address, Code, and Telephone Code, of Registrant Executive Offices | |||
| Energy Future Competitive Holdings Company | Texas | 75-1837355 | 1601 Bryan Street Dallas, Texas 75201-3411 (214) 812-4600 | |||
| Energy Future Intermediate Holding Company LLC | Delaware | 26-1191638 | 1601 Bryan Street Dallas, Texas 75201-3411 (214) 812-4600 | |||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-171253) of the Registrants is being filed solely to file Exhibit 10(rr) to the Registration Statement in accordance with Rule 462(d) under the Securities Act of 1933, as amended and, accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission. No changes have been made to Part I or Part II of the Registration Statement other than to file Exhibit 10(rr) as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 21. | Exhibits and Financial Statement Schedules. |
| (a) | Exhibits |
The following exhibit is filed as part of this Registration Statement:
| 10(rr) | $24,500,000,000 Credit Agreement, dated October 10, 2007, among Energy Future Competitive Holdings Company; Texas Competitive Electric Holdings Company LLC, as the borrower; the several lenders from time to time parties thereto; Citibank, N.A., as administrative agent, collateral agent, swingline lender, revolving letter of credit issuer and deposit letter of credit issuer; Goldman Sachs Credit Partners L.P., as posting agent, posting syndication agent and posting documentation agent; JPMorgan Chase Bank, N.A., as syndication agent and revolving letter of credit issuer; Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., Lehman Brothers Inc., Morgan Stanley Senior Funding, Inc. and Credit Suisse Securities (USA) LLC, as joint lead arrangers and bookrunners; Goldman Sachs Credit Partners L.P., as posting lead arranger and bookrunner; Credit Suisse, Goldman Sachs Credit Partners L.P., Lehman Commercial Paper Inc., Morgan Stanley Senior Funding, Inc., as co-documentation agents; and J. Aron & Company, as posting calculation agent |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 3rd day of February 2011.
| ENERGY FUTURE HOLDINGS CORP. | ||||
| By: | /s/ Paul M. Keglevic | |||
| Name: | Paul M. Keglevic | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * John F. Young |
President and Chief Executive Officer and Director |
February 3, 2011 | ||
| /s/ Paul M. Keglevic Paul M. Keglevic |
Executive Vice President and Chief Financial Officer |
February 3, 2011 | ||
| /s/ Stanley J. Szlauderbach Stanley J. Szlauderbach |
Senior Vice President and Controller (Principal Accounting Officer) |
February 3, 2011 | ||
| * Donald L. Evans |
Chairman | February 3, 2011 | ||
| * Arcilia C. Acosta |
Director | February 3, 2011 | ||
| * David Bonderman |
Director | February 3, 2011 | ||
| * Thomas D. Ferguson |
Director | February 3, 2011 | ||
| * Frederick M. Goltz |
Director | February 3, 2011 | ||
| * James R. Huffines |
Director | February 3, 2011 | ||
| * Scott Lebovitz |
Director | February 3, 2011 | ||
| * Jeffrey Liaw |
Director | February 3, 2011 | ||
| * Marc S. Lipschultz |
Director | February 3, 2011 | ||
| * Michael MacDougall |
Director | February 3, 2011 | ||
| * Lyndon L. Olson, Jr. |
Director | February 3, 2011 | ||
| * Kenneth Pontarelli |
Director | February 3, 2011 | ||
| * William K. Reilly |
Director | February 3, 2011 | ||
| * Jonathan D. Smidt |
Director | February 3, 2011 | ||
| * Kneeland Youngblood |
Director | February 3, 2011 | ||
| * | /s/ Paul M. Keglevic |
Paul M. Keglevic, as attorney-in-fact pursuant to power of attorney previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 3rd day of February 2011.
| ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC | ||||
| By: | /s/ Paul M. Keglevic | |||
| Name: | Paul M. Keglevic | |||
| Title: | Executive Vice President, Chief Financial Officer and Manager | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * John F. Young |
President and Chief Executive Officer and Manager |
February 3, 2011 | ||
| /s/ Paul M. Keglevic Paul M. Keglevic |
Executive Vice President and Chief Financial Officer and Manager |
February 3, 2011 | ||
| /s/ Stanley J. Szlauderbach Stanley J. Szlauderbach |
Senior Vice President and Controller (Principal Accounting Officer) |
February 3, 2011 | ||
| * James R. Huffines |
Manager | February 3, 2011 | ||
| * Jeffrey Liaw |
Manager | February 3, 2011 | ||
| * Kenneth Pontarelli |
Manager | February 3, 2011 | ||
| * | /s/ Paul M. Keglevic |
Paul M. Keglevic, as attorney-in-fact pursuant to power of attorney previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 3rd day of February 2011.
| ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY | ||||
| By: | /s/ Paul M. Keglevic | |||
| Name: | Paul M. Keglevic | |||
| Title: | Executive Vice President, Chief Financial Officer and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * John F. Young |
President and Chief Executive Officer and Director | February 3, 2011 | ||
| /s/ Paul M. Keglevic Paul M. Keglevic |
Executive Vice President and Chief Financial Officer and Director | February 3, 2011 | ||
| /s/ Stanley J. Szlauderback Stanley J. Szlauderbach |
Senior Vice President and Controller (Principal Accounting Officer) | February 3, 2011 | ||
| * Frederick M. Goltz |
Director | February 3, 2011 | ||
| * Scott Lebovitz |
Director | February 3, 2011 | ||
| * Michael MacDougall |
Director | February 3, 2011 | ||
| * | /s/ Paul M. Keglevic |
Paul M. Keglevic, as attorney-in-fact pursuant to power of attorney previously filed