Oncor announced today the commencement of a private offer to exchange
(1) up to $350,000,000 aggregate principal amount of Oncors outstanding
6.375% Senior Secured Notes due 2012 (the 2012 Notes) held by Eligible
Holders for a new series of senior secured notes due 2017 (the 2017
Notes); and (2) up to $325,000,000 aggregate principal amount of its
outstanding 5.95% Senior Secured Notes due 2013 (the 2013 Notes and,
together with the 2012 Notes, the Existing Notes) for a new series of
senior secured notes due 2020 (the 2020 Notes and, together with the
2017 Notes, the New Notes). If more than $350,000,000 aggregate
principal amount of the 2012 Notes and more than up to $325,000,000
aggregate principal amount of the 2013 Notes are validly tendered and
not validly withdrawn, then Oncor will accept such tenders on a pro rata
basis among the tendering Eligible Holders.
The exchange offer is being conducted upon the terms and subject to the
conditions set forth in an offering memorandum and the related letter of
transmittal. The exchange offer is only made, and copies of the offering
documents will only be made available, to a holder of the Existing Notes
who has certified its status as (1) a qualified institutional buyer
under Rule 144A under the Securities Act of 1933, or (2) a person who is
not a U.S. person as defined under Regulation S under the Securities
Act of 1933 (each, an Eligible Holder).
For Eligible Holders of Existing Notes who tender their Existing Notes
at or before 5:00 p.m. New York City time on September 21, 2010, subject
to any extension by Oncor (the Early Participation Date), Oncor is
offering (1) to Eligible Holders of the 2012 Notes a consideration of
$970 aggregate principal amount of 2017 Notes for each $1,000 principal
amount exchanged, plus an early exchange premium of $30 aggregate
principal amount of 2017 Notes for each $1,000 principal amount
exchanged; and (2) to Eligible Holders of the 2013 Notes a consideration
of $970 aggregate principal amount of 2020 Notes for each $1,000
principal amount exchanged, plus an early exchange premium of $30
aggregate principal amount of 2020 Notes for each $1,000 principal
amount exchanged. Eligible Holders who validly tender Existing Notes
after the Early Participation Date, but at or prior to the termination
of the exchange offer, will receive the applicable consideration
described above minus the applicable early exchange premium.
The exchange offer will expire at 11:59 p.m., New York City time, on
October 5, 2010, unless extended by Oncor. Tenders of Existing Notes
submitted in the exchange offer may be validly withdrawn at any time
prior to 5:00 p.m. New York City time on September 21, 2010 (the
Withdrawal Date), and such tenders will be irrevocable thereafter,
except in certain limited circumstances where additional withdrawal
rights are required by law.
Consummation of the exchange offer is subject to a number of conditions,
including the issuance of the original New Notes and the absence of
certain adverse legal and market developments. Oncor will not receive
any cash proceeds from the exchange offer.
The New Notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.
This announcement does not constitute an offer to sell or a solicitation
of an offer to buy any of the foregoing notes. The exchange offer is
being made solely by the offering memorandum and related letter of
transmittal and only to such persons and in such jurisdictions as is
permitted under applicable law. This announcement is being issued
pursuant to and in accordance with Rule 135c under the Securities Act of
1933.
Documents relating to the exchange offer will only be distributed to
holders of Existing Notes who complete and return a letter of
eligibility confirming that they are Eligible Holders.

Source: Business Wire