The U.S. Bankruptcy Court issued an order approving Energy Future Holdings (EFH) and Energy Future Intermediate Holding Company (EFIH) Finance’s motion for entry of an order approving replacement post-petition financing for EFIH and EFIH Finance, granting liens and providing super-priority administrative expense claims, extending the use of cash collateral by EFIH and EFIH Finance, authorizing refinancing of post-petition secured debt and authorizing payment of allowed EFIH first lien makewhole claims.
As previously reported, “The EFIH Debtors seek authorization to borrow up to $6,300 million under the EFIH First Lien DIP Credit Agreement, consisting of a first lien superpriority term loan of $5,475 million (‘Term Loan Commitments’), and up to $825 million in incremental term loans (‘Incremental Term Loans’), $600 million of which the EFIH Debtors intend to borrow upon the repayment of the Existing EFIH First Lien DIP Facility. Such authorization would allow the EFIH Debtors to refinance their obligations under the Existing EFIH First Lien DIP Credit Agreement, repay outstanding amounts related to the EFIH First Lien Makewhole Claims, and ensure sufficient liquidity to administer these chapter 11 cases…. As compared to the Existing EFIH First Lien DIP Facility, the EFIH First Lien DIP Facility, among other things, (a) increases the principal amount of the Existing EFIH First Lien DIP Facility by up to $825 million, from $5,475 million to $6,300 million, consisting of (i) $5,475 million in Term Loan Commitments, and (ii) $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, (b) provides that the EFIH Debtors agree not to borrow more than $6,075 million unless (i) NEE consents to such additional borrowing, (ii) the Court enters an order finding that NEE is acting unreasonably in withholding, conditioning and/or delaying its consent to such borrowing, or (iii) the Merger Agreement is terminated in accordance with its terms, (c) extends the maturity of the Existing EFIH First Lien DIP Facility and use of EFIH Cash Collateral by approximately one year, from June 30, 2017 to June 30, 2018, with the ability to further extend to December 30, 2018, subject to certain conditions to be contained in the EFIH First Lien DIP Facility, (d) reduces the liquidity covenant by $50 million, from $150 million to $100 million, and (e) allows for the EFIH Debtors to seek permission to convert the EFIH First Lien DIP Facility into a post-emergence exit term facility (the ‘Exit Facility’) with a term of seven years, and on other terms (the ‘Exit Facility Conversion’), to be mutually agreed.”
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