The opinion
FfUIB IN
The §6Uftsf Appeals
RECEIVED \H Sixth DfStffet
The Court of Aopeals
Sixth District
1 9 2015
MAY 1 9 2015
No. 2014-402 Texarkana, W$m$
Texarkana, Texas . - Debra K.*iift^,<Qtate
Debra Autrey, ClerK
Billie Murphy TPvEMBLE, Sharon § In The District Court
Trimble Donaldson, Selia Trimble §
Shawkey and Wilmer Forrest Tremble, §
Jr., §
Plaintiffs, §
§ Of Rusk County, Texas
§
Luminant Mining Company LLC, Energy §
Future Holdings Corp. and Subsidiaries §
iTH
Defendants. 8 4 Judicial District
NOTICE OF SUGGESTION ON PENDENCY OF BANKRUPTCY FOR
ENERGY FUTURE HOLDINGS CORP., ETAL. AND AUTOMATIC STAY OF
PROCEEDINGS
PLEASE TAKE NOTICE that, on April 29, 2014, Energy Future Holdings Corp. and
certain of its subsidiaries and affiliates (collectively, the "Debtors"),1 including Luminant Mining
Company LLC, filed voluntary petitions for relief under chapter 11 of title 11 of the United
States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court""). The Debtors' chapter 11 cases are pending before the
Honorable Judge Sontchi, United States Bankruptcy Judge, and are being jointly administered
under the lead case In re Energy Future Holdings Corp., Case No. 14-10979. A copy of the
voluntary petition of the lead Debtor, Energy Future Holdings Corp., is attached hereto as
Exhibit A.
PLEASE TAKE' FURTHER NOTICE that pursuant to section 362(a) of the
Bankruptcy Code, the Debtors' filing of their respective voluntary petitions operates as a stay,
1 The last four digits of Energy Future Holdings Corp.'s tax identification number are 8810. The location ofthe
Debtors' service address is 1601 Bryan Street, Dallas, Texas 75201. A complete list of the Debtors is provided
in Schedule 1 of the chapter 11 petition attached hereto as Exhibit A.
-1-
applicable to all entities, of, among other things: (a) the commencement or continuation of a
judicial, administrative, or other action or proceeding against the Debtors (i) that was or could
have been commenced beforethe commencement of the Debtors' cases; or (ii) to recover a claim
against the Debtors that arose before the commencement of the Debtors' cases; (b) the
enforcement, against the Debtors or against any property of the Debtors' bankruptcy estates, of a
judgment obtained before the commencement of the Debtors' cases; or (c) any act to obtain
possession of property of or from the Debtors' bankruptcy estates, or to exercise control over
property of the Debtors' bankruptcy estates.2 No order has been entered in the bankruptcy case
granting relief from the automatic stay with respect to the above-captioned proceeding.
PLEASE TAKE FURTHER NOTICE that additional information regarding the status
of the Debtors' chapter 11 cases may be obtained by (i) reviewing the docket of the Debtors'
chapter 11 cases at http://www.deb.uscourts.gov/ (PACER login and password required) or at the
website of the Debtors' proposed claims and noticing agent at http://www.efhcaseinfo.com, or
(ii) contacting any of the following proposed co-counsel for the Debtors:
Chad J. Husnick Brian E. Schartz
Kirkland & Ellis LLP Kirkland & Ellis LLP
300 North LaSalle 601 Lexington Avenue
Chicago, Illinois 60654 New York, New York 10022
(312)862-2009 (212)446-5932
Mark D. Collins
Daniel J. DeFranceschi
Jason M. Madron
Richards, Layton & Finger, P.A.
920 North King Street
Wilmington, Delaware 19801
(302)651-7700
2
Nothing herein shall constitute a waiver of the right to assert any claims, counterclaims, defenses, rights of
setoff or recoupment or any other claims of the Debtors against any party to the above-captioned case. The
Debtors expressly reserve the right to contest any claims which maybe asserted against theDebtors.
-2-
Respectfully Submitted,
Jackson, Sjoberg, McCarthy & Townsend, LLP
David E. Jackson
State Bar No. 10458500
ujackson@jacksonsjoberg.com
Marc O. Knisely
State Bar No. 116114500
mknisely(ffjjacksonsjoberg.com
711 W. 7th Street
Austin TX 78701
(512)472-7600
(512) 225-5565 FAX
By:. [(fam^eX <-
David E. Jackson
ATTORNEYS FOR DEFENDANT
LUMINANT MINING COMPANY LLC
:;ik'^.
^DatedrJanuary 7 , 2015
*'
-3-
. --• ••"•*•—"*-"-Mf •' -r-i ¥.-*..-.—-
CERTIFICATE OF SERVICE
I, David E. Jackson, certify that on the T^day of January, 2015, caused to be served,
as shown below, a true and correct copy of the foregoing Notice of Suggestion on Pendency of
Bankruptcyfor Energy Future Holdings Corp., et al. and Automatic Stay ofProceedings, on the
parties listed below.
Billie J. Murphy Tremble
2806 Evans Street
Marshall, Texas 75670
Via regular mail and
Certified Mail, RRR
70132250000048069281
Sharon Trimble Donaldson
2010WineberryDr
Katy, TX 77450
Via regular mail and
Certified Mail, RRR
70121010000343826211
Selia Trimble Shawkey
712 South 37th Street
San Diego, CA 92113
Via regular mail and
Certified Mail, RRR
70121010000343826228
Wilmer Forrest Tremble, Jr.
3614 Sheldon
Pearland, TX 77584
Via regular mail and
Certified Mail, RRR
70121010000343826303
David E. Jackso
-4-
EXHIBIT A
Voluntary Petition of Energy Future Holdings Corp.
. Under Chapter 11 of the Bankruptcy Code
Case 14-10979 Doc 1 Filed 04/29/14 Page 1 of 29
Bl {Official Form 1) (04/13)
United States Bankruptcy c o u r t
D i s t r i c t o r Delaware -= "j ^*!?"-r-'71'-KV-=- =:-~ - ': -"^.^^^WJ^""'*1«V1R*:"lC""^r*^?pSl:-"'-'"!-"'[''•'. -'-"•
Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle):
Energy Future Holdings Corp.
All Other Names used by the Debtor in the last 8 years AH Other Names used by the Joint Debtor in the last 8 years
(include married, maiden, and trade names): Sec Rider 1 (include married, maiden, and trade names);
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITJNyComplete FTN Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITTNyComplete EIN
(if more than one, state all): XX-XXXXXXX (if more than one, state all):
Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State):
Energy Plaza
1601 Bryan Street
Dallas, Texas
fclPCOPE 7520l| [ZIP COPE
County of Residence or of the Principal Place of Business: Dallas County of Residence or of the Principal Place of Business:
Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address):
{SIP CODE __ j [ZIP CODE
Location of Principal Assets of Business Debtor (if different from street address above):
|ZIP CODE
Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which the
(Form of Organization) (Check one box.) Petition is Filed (Chock one box.)
(Check one box.)
• Health Care Business
• Chapter 7 • Chapter IS Petition for
D Individual (includes Joint Debtors) • Single Asset Real Estate as defined in 11 D Chapter 9 Recognition of a Foreign
See Exhibit D on page 2 ofthis form. U.S.C. § 101(51B)
H Chapter 11 Main Proceeding
Corporation (includes LLC and LLP) • Railroad
Partnership • Stockbroker
• Chapter 12 • Chapter 15 Petition for
• Chapter 13 Recognition of a Foreign
Other (If debtor is not one of the above entities, • Commodity Broker
Norma in Proceeding
check this box and state type of entity below.) • Clearing Bank
B Other: Energy
Chapter IS Debtors Ta«-E*empt Entity Nature o( Debts
(Check box, if applicable.) (Check one box.)
Country of debtor's center of main interests:
Debtor is a tax-exempt organization Debts are primarily consumer Debts are
Each country in which a foreign proceeding by, under title 26 of the United States Code debts, defined in 11 U.S.C. § primarily
regarding, or against debtor is pending: 101(8) as "incurred by an
(the Internal Revenue Code). business
individual primarily for a debts.
personal, family, or household
purpose"
Filing Fee (Check one box.) Chapter 11 Debtors
S Full Filing Fee attached. Check one box:
D Debtor is a small business debtor as defined in 11 U.S.C. § 101(5ID).
• Filing Fee to be paid in installments (applicable to individuals only). Must E Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).
attach signed application for the court's consideration certifying that the
debtor is unable to pay fee except in installments. Rule 1006(b). See Check if:
Official Form 3A. O Debtor's aggregate nonconlingent liquidated debts (excluding debts owed to
insiders or affiliates) are less than $2,490,925 (amount subject to adjustment
• Filing Fee waiver requested (applicable to chapter 7 individuals only). on 4/01/16 and every throe years thereafter,).
Must attach signed application for the court's consideration. See Official
Form 3B. Check nil applicable boxes:
• A plan is being filed with this petition.
Q Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
S ta tis ti c al/A d mi n is (rativ e In forma tion THIS SPACE IS
IS) Debtor estimates that funds will be available for distribution to unsecured creditors. FOR COURT USE
• Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for ONLY
distribution to unsecured creditors.
Estimated Number of Creditors (on a consoli dated basil)
D D a • • D D •
1-49 50-99 100-199 200-999 1,000-5,000 5,001- 10.001- 25,001-50.000 50.001- O-cr
10.000 25,000 100,000 100,000
Estimated Assets (on a consolidated basis)
• • • O D a • a D
SO to SS0,001 to SI00,001 to S500.001 SI,000.001 SI 0,000,001 S50.000.001 SI 00,000,001 S500.000.001 More than
SSO.OOO S! 00,000 S5 00.000 to SI to $10 toSSO to SI00 1OS50O million to SI billion
SI billion
million million million million
Estimated Liabilities (on a consolidated basis)
O D • a • D D a D
$0to 550,001 to SI 00,001 to SS00.001 to $1,000,001 SI 0.000,001 S50.000.001 si 00,000,001 S 5 00,000.001 More than
450,000 5100,000 5500,000 SI million toSlO toSSO toSlOO to S500 to SI billion
SI billion
million million million million
-5-
Case 14-10979 Doc 1 Filed 04/29/14 Page 2 of 29
Bl (Official Form 0(04/13) Page 2
Voluntary Petition Name of Deblor(s):
(This page mvst be completed andfiled in every case.) Energy Future Holdings Corp.
All Prior Bankruptcy Cases Filed Within Lasts Years (If more than two, attach additional sheet.)
Location Case Number: Date Filed:
Where Filed:
Location Case Number: Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet.)
Name of Debtor: See attached Schedule 1 Case Number Date Filed:
District: District of Delaware Relationship: Judge:
Exhibit A Exhibit B
(To be completed if debtor is required to file periodic reports (e.g., forms tOK and (To be completed if debtor is an individual
10Q) with the Securities and Exchange Commission pursuant to Section 13 or whose debts are primarily consumer debts.)
15(d) of the Securities Exchange Act of 1934 and is requesting relief under
chapter 11.) I, the attorney for the petitioner named in the foregoing petition, declare that I
have informed the petitioner that [he or she] may proceed under chapter 7, I], 12,
or 13 of title 11, United States Code, and have explained the relief available under
each such chapter. 1 further certify that I have delivered to the debtor the notice
required by 11 U.S.C. § 342(b).
Exhibit A is attached and made a part of this petition
Signature of Attorney forDebtors) (•?.?'*;?,
Exhibit C
Does Ihedebtorownor have possession of any property that posesor is allegedto pose a threat of imminentand identifiable harm to publichealthor safety?
• Yes, and Exhibit C is attached and made a part of this petition
S No, and Exhibit C is attached with further comments.
Exhibit D
(To be completed by every individualdebtor. If a joint petition is filed, eacb spouse must complete and attach a separate Exhibit D.)
D Exhibit D, completed and signed by the debtor, is attached and made a part of this petition.
If this is a joint petition:
D Exhibit D, also completed and signed by ihc joint debtor, is attached and made a part of this petition.
Information Regarding the Debtor - Venue
(Check any applicable box.)
D Debtor has beendomiciled or has had a residence, principal placeof business, or principal assets in this District for 180days immediately preceding
the date ofthis petition or for a longer part of such 180 days than in any other District.
O There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
D Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United Slates in this District, or has no
principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the
interests of the parties will be served in regard to the relief sought in [his Distt ict.
Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes.)
• Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
O Debtorclaimsthat underapplicablenonbankruplcy law,there are circumstances under whichthe debtorwouldbe permitted to cure the entire monetary
default that gave rise to the judgment for possession, after the judgment for possession was entered, and
D Debtorhas included with this petitionthe depositwiththe court of any rem that would becomedue duringthe 30-day periodafter the filingof the
petition.
n Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(1)).
Case 14-10979 Doc 1 Filed 04/29/14 Page 3 of 29
Bl (Official Form 1) (04/13) Page 3
Voluntary Petition Name of Debtov(s):
(This page must be completed andfiled in every case.) Energy Future Holdings Corp.
Signatures
Signature^) of Debtor(s) (Individual/Joint) Signature of a Foreign Representative
I declare under penalty ofpcrjuiy that the information provided in this petition is 1 declare under penally of perjury that the information provided in this petition is
true and correct. true and correct, that 1 am the foreign representative of a debtor in a foreign
[If petitioner is an individual whose debts arc primarily consumer debis and has proceeding, and thai 1 am authorized to file this petition.
chosen to file under chapter 7J I cm aware that I may proceed under chapter 7, 11,
12 or 13 of title 11, United States Code, understand the relief available under each (Check only one box.)
such chapter, and choose to proceed under chapter 7. D I request relief in accordance with chapter 15 of title 11, United States Code
[if no attorney represents me and no bankruptcy petition preparer signs the Certified copies of the documents required by 11 U.S.C. § 1515 are attached.
petition] I have obtained and read the notice required hy 11 U.S.C. § 342(h).
O Pursuant to 11 U.S.C. § 1511,1 request relief in accordance with the chapter
I request relief in accordance with the chapter of title 11, United States Code, of title 11 specified in this petition. A certified copy of the order granting
specified in this petition. recognition of the foreign main proceeding is attached.
Signature of Debtor (Signature of Foreign Representative)
Signature ofJoint Debtor (Printed Name of Foreign Representative)
Date
Telephone Number (if not represented by attorney)
Date
Signature of Attorney* Signature of Non-Attorney Bankruptcy petition Preparer
x W Daniel J. DeFranceschi J declare under penalty of perjury that:(l) I am a bankruptcy petition preparer as
Signature of Attorney for Debtor(s) defined in 1! U.S.C, § 110; (2) 1 prepared this document Tot compensation and
have provided the debtor with a copy of (his document and the notices and
Daniel J. DeFranceschi (No. 2732) information required under 11 U.S.C. g§ 110(b), 110(h), and 342(b); and, (3) if
Printed Name ofAttorney for Debtor(s) rules or guidelines have been promulgated pursuant to 11 U.S.C § 110(h) setting
Richards, Lnvton & Finger, P.A. a maximum fee for services chargeable by bankruptcy petition preparers, I have
Firm Name given the debtor notice of the maximum amount before preparing any document
for filing for a debtor or accepting any fee from the debtor, as required in that
section. Official Form 19 is attached.
"20 North King Street. Wilmington, DE 19801
Address
Printed Name and title, ifany, of Bankruptcy Petition Preparer
(3021 651-7700
Telephone Number
Social-Security number (If the bankruptcy petition preparer is not an
individual, state the Social-Security number of the ufficer, principal,
Date
responsible person or partner ofthe bankruptcy petition preparer.) (Required
*In a cose in which § 707(b)(4)(D) applies, this signature also constitutes a by 1 1 U.S.C. 5 110.)
certification that the attorney has no knowledge after an inquiry thai the
infonnation in the schedules is incorrect.
Signature of Debtor (Coiporation/Partnership)
Address
I declare under penally of perjury that the information provided in this petition is
true and conect, and that 1 have been authorized to file this petition on behalf of
the debtor.
Signature
The debtorrequeststhe relief in aJcordanci with thechapterof title 11. United
States Code, specified/
Date
X ( \\\. Signature of bankruptcy petition preparer or officer, principal, responsible person,
Signature of Authorized Individual
AnthonyU. Hnitoii or partner whose Social-Security number is provided above.
Printed Name of Authorized Individual Names and Social-Security numbers of all other individuals who prepared or
Senior Vice President, Treasurer and Assistant Secretary assisted in preparing this document unless the bankruptcy petition preparer is nol
Title of Authorized Individual an individual.
(lyyMXQ ,2014
If more than one person prepared this document, attach additional sliceLi
conforming to the appropriate official fonn for each person.
A bankruptcypetition preparer's failure to comply -with the provisions oftitle JI
and the Fe.de.rnl Rules of Bankruptcy Procedure may result in fines or
imprisonment orboth. II U.S.C. $ J10; J8U.S.C. $ 156.
Case 14-10979 Doc 1 Filed 04/29/14 Page 4 of 29
Rider 1 to Energy Future Holdings Corp. Voluntary Petition
All other names used by the Debtor in the last 8 years: TXU Corp.; TXU Corp; and
Texas Utilities.
Case 14-10979 Doc 1 Filed 04/29/14 Page 5 of 29
Schedule 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
As of the date hereof, each of the entities listed below (the "Debtors"") filed a petition in
this Court for relief under chapter 1 1 of title 11 of the United States Code. The Debtors have
moved for joint administration of these cases under the case number assigned to the chapter 11
case of Energy Future Holdings Corp.
Energy Future Holdings Corp. Luminant Energy Trading California
4Change Energy Company Company
4Change Energy Holdings LLC Luminant ET Services Company
Big Brown 3 Power Company LLC Luminant Generation Company LLC
Big Brown Lignite Company LLC Luminant Holding Company LLC
Big Brown Power Company LLC Luminant Mineral Development
Brighten Energy LLC Company LLC
Brighten Holdings LLC Luminant Mining Company LLC
Collin Power Company LLC Luminant Renewables Company LLC
Dallas Power & Light Company, Inc. Martin Lake 4 Power Company LLC
DeCordova II Power Company LLC Monticello 4 Power Company LLC
DeCordova Power Company LLC Morgan Creek 7 Power Company LLC
Eagle Mountain Power Company LLC NCA Development Company LLC
EBASCO SERVICES OF CANADA NCA Resources Development
LIMITED Company LLC
EEC Holdings, Inc. Oak Grove Management Company LLC
EECI, Inc. Oak Grove Mining Company LLC
EFH Australia (No. 2) Holdings Company Oak Grove Power Company LLC
EFH CG Holdings Company LP Sandow Power Company LLC
EFH CG Management Company LLC Southwestern Electric Service
EFH Corporate Services Company Company, Inc.
EFH Finance (No. 2) Holdings Company TCEH Finance, Inc.
EFH.FS Holdings Company Texas Competitive Electric Holdings
EFH Renewables Company LLC Company LLC
EFIH FINANCE INC. Texas Electric Service Company, Inc.
Energy Future Competitive Holdings Texas Energy Industries Company, Inc.
Company LLC Texas Power & Light Company, Inc.
Energy Future Intermediate Holding Texas Utilities Company, Inc.
Company LLC Texas Utilities Electric Company, Inc.
Generation Development Company LLC Tradinghouse 3 & 4 Power Company LLC
Generation MT Company LLC Tradinghouse Power Company LLC
Generation SVC Company TXU Electric Company, Inc.
Lake Creek 3 Power Company LLC TXU Energy Receivables Company LLC
Lone Star Energy Company, Inc. TXU Energy Retail Company LLC
Lone Star Pipeline Company, Inc. TXU Energy Solutions Company LLC
LSGT Gas Company LLC TXU Receivables Company
LSGT SACROC, Inc. TXU Retail Services Company
Luminant Big Brown Mining TXU SEM Company
Company LLC Valley NG Power Company LLC
Luminant Energy Company LLC Valley Power Company LLC
Case 14-10979 Doc 1 Filed 04/29/14 Page 6 of 29
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
ENERGY FUTURE HOLDINGS CORP., Case No. 14- ( )
Debtor. (Joint Administration Requested)
EXHIBIT A TO VOLUNTARY PETITION
Energy Future Holdings Corp.'s 9.75% Senior Notes due 2019 are registered
under Section 12 of the Securities Exchange Act of 1934; the SEC file number is
1-12833.
2. The following financial data is the latest publicly available information and,
unless otherwise indicated, is current as of December 31, 2013:
(a) Total assets (on a consolidated basis): $36,446 million.
(b) Total liabilities (on a consolidated basis): $49,701 million.
(c) Debt securities held by more than 500 holders: None.1
(d) Description of equity: Common stock.
(i) Shares of common stock outstanding: 1,669,861,3 822
Brief description of Energy Future Holdings Corp.'s business:
EFH Corp. is a Dallas, Texas-based energy company with a portfolio of
competitive and regulated energy businesses in Texas. EFH Corp. is a
holding company conducting its operations principally through its Texas
Competitive Electric Holdings Company LLC and Oncor subsidiaries.
Collectively with its operating subsidiaries, EFH Corp. is the largest
generator, retailer and distributor of electricity in Texas.
Energy Future Holdings Corp. f"EFH Corp.";) does not and cannot know the precise number of beneficial
holders of any of the debt securities it has issued and does not believe that any such securities are held by more
than 500 holders.
This figure is current as of April 29. 2014.
10
Case 14-10979 Doc 1 Filed 04/29/14 Page 7 of 29
4. List the name of any person who directly or indirectly owns, controls or holds,
with power to vote, 5% or more of the voting securities of debtor:
Title of Class of Name of Holder Approxipaate Percentage of
Shares Number of Ownership
Shares
Common Stock Texas Energy Future 1,669,861,382 99.27%
Holdings Limited
Partnership
11
Case 14-10979 Doc 1 Filed 04/29/14 Page 8 of 29
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
ENERGY FUTURE HOLDINGS CORP., Case No. 14- ( )
Debtor. (Joint Administration Requested)
Tax ID: XX-XXXXXXX
EXHIBIT C TO VOLUNTARY PETITION
1. Identify and briefly describe all real or personal property owned by, or in possession of,
the debtor that, to the best of the debtor's knowledge, poses or is alleged to pose a threat of
imminent and identifiable harm to the public health or safety (attach additional sheets if
necessary):
• The above-captioned debtor (the "Debtor") does not believe it owns or possesses
any real or personal property that poses or is alleged to pose a threat of imminent
and identifiable harm to the public health or safety. The Debtor notes that it is not
aware of any definition of "imminent and identifiable harm" as used in this form.
• The Debtor or other of its affiliated entities filing petitions herewith (collectively,
the "Debtors") have been and are currently engaged in litigation with certain
governmental units and private third parties related to certain real property owned
or possessed by the Debtors and the Debtors have also been and are currently
engaged in remediation efforts at certain real property owned or possessed by the
Debtors. The Debtors do not believe that this real property poses a "threat of
imminent and identifiable harm to the public health or safety."
2. With respect to each parcel of real property or item of personal property identified in
question 1, describe the nature and location of the dangerous condition, whether environmental
or otherwise, that poses or is alleged to pose a threat of imminent and identifiable harm to the
public health or safety (attach additional sheets if necessary):
• The Debtor is not aware of any dangerous conditions existing on or related to any
real or personal property owned or possessed by the Debtor that pose or are
alleged to pose a threat of imminent and identifiable harm to the public health or
safety. The Debtor notes that it is not aware of any definition of "imminent and
identifiable harm" as used in this form.
12
Case 14-10979 Doc 1 Filed 04/29/14 Page 9 of 29
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
ENERGY FUTURE HOLDINGS CORP., Case No. 14- .( )
Debtor. (Joint Administration Requested)
Tax ID: XX-XXXXXXX __
CORPORATE OWNERSHIP STATEMENT
Pursuant to Federal Rule of Bankruptcy Procedure 7007.1, the following are
corporations, other than a governmental unit, that directly or indirectly own 10% ormore ofany
class of the Debtor's equity interests:
Shareholder Approximate percentage of Shares Held
Texas Energy Future Holdings Limited 99 27%
Partnership
DECLARATION UNDER PENALTY OF PERJURY
I, Anthony R. Horton, the undersigned authorized signatory of Energy Future Holdings
Corp., named as the debtor in this case, declare under penalty of perjury that I have read the
foregoing corporate ownership statement and that it is true and conect to the best of my
information and belief.
Dated: O^pA \ lA ,2014
Anthony R. Horton
Senior Vice President, Treasurer and Assistant
Secretary
13
Case 14-10979 Doc 1 Filed 04/29/14 Page 10 of 29
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
ENERGY FUTURE HOLDINGS CORP., ) Case No. 14- ( )
)
Debtor. ) (Joint Administration Requested)
)
Tax ID: XX-XXXXXXX )
LIST OF EQUITY SECURITY HOLDERS
:.';^IJMOERpF;$HABESOR: ;
:;;-.;^:':''}Pebt6r;""'-' '•' -y- ;^wT^.;HdtpERV''-;.j::: i ADDR^ :!:UNITS\tlEI&V;-:
^PERqENTA<?B OFEQUITY; -
:-'.;;U.'•••.:•••-:.-:-h_ld '-':-.
Energy Future Texas Energy Future Energy Plaza Texas Energy Future
Holdings Corp. Holdings Limited 1601 Bryan Street Holdings Limited
Partnership and EFH Dallas, Texas 75201 Partnership (99.27%); and
Corp. directors and EFH Corp. directors and
employees. employees (0.73%).
DECLARATION UNDER PENALTY OF PERJURY
I, Anthony R. Horton, the undersigned signatory of Energy Future Holdings Corp.,
named as the debtor in this case, declare under penalty of perjury that I have read the foregoing
list of equity security holders and that it is true and correct to the best of my information and
belief.
Dated: CV.p»-^ ) 2*? ,2014 x , „„ . y ^
Antho{_J0L^&ortoi
Senior Vice President, Treasurer and Assistant
Secretary
14
Case 14-10979 Doc 1 Filed 04/29/14 Page 11 of 29
Energy Future Holdings Corp. (the "Company")
Board of Directors Resolutions
APRIL 28, 2014
Item 1. Restructuring Update
Effective as of this 28th day of April 2014, the members constituting a majority of the votes of a quorum of
the board of directors (the "Board of Directors") of Energy Future Holdiiigs Corp., a Texas corporation (the
"Company"), took the following actions and adopted the following resolutions:
Chapter 11 Filing
WHEREAS, the Board of Directors considered presentations by thy management and the financial and
legal advisors of the Company regarding the liabilities and liquidity situation of the Company, the
strategic alternatives available to it and the effect of the foregoing on the Company's business; and
WHEREAS, the Board of Directors has had the opportunity to consult with the management and the
financial and legal advisors of the Company and'fully consider each of the strategic alternatives
available to the Company.
NOW, THEREFORE, BE IT,
RESOLVED, that in the judgment of tiie Board of Directors, it is desirable and hi the best interests of the
Company, its creditors, and other parties in interest, that the Company shall be and hereby is authorized
to file or cause to be filed a voluntary petition for relief (such voluntary petition, and the voluntary
petitions to be filed by the Company's affiliates, collectively, die "Chapter 11 Cases") under the
provisions of chapter 11 of title 11 of die United States Code (the "Bankruptcy Code") in a court of
proper jurisdiction (Uie "Bankruptcy Court"); and
RESOLVED, that any officers of the Company (collectively, the "Authorized Officers"), acting alone or
with one or more other Authorized Officers be, and they hereby arc, authorized, empowered and
directed to execute and file on behalf of the Company all petitions, schedules, lists and other motions,
papers, or documents, and to take any and all action that they deem necessary or proper to obtain such
relief, including, widiout limitation, any action necessary to maintain the ordinary course operation of
the Company's business.
Restructuring Support Agreement
WHEREAS, some members of the Board of Directors are members of the boards of other companies that
would be released under the terms of the Restructuring Support Agreement (as defined herein) and
related documents;
WHEREAS, members of the Board of Directors would also be released under the Restructuring Support
Agreement and related documents;
WHEREAS, the members of the Board of Directors have acknowledged that the material facts relating to
the relationships or interests of" other Board of Directors members with other companies and other
material relationships in connection with the releases in the Restructuring Support Agreement
contemplated by this resolution have been disclosed to them or are otherwise known to them, ns
contemplated by Sections 21.418 and 101.255 of the Texas Business Organizations Code (the "TBOC") or
the Company's governing documents, to the extent applieable;
WHEUEAS, the member o( the Board of Directors that is disinterested (within the meaning of Sections
2L418 and 101.255 of the TBOC or the Company's governing documents, to the extent applicable) with
respect to the releases has reviewed the terms and conditions of the Restructuring Support Agreement
and related documents and has recommended that each be approved;
WHEREAS, the members of the Board of Directors acknowledge and believe that the Restructuring
Support Agreement is procedurally and substantively fair to the Company as contemplated by Section
1
15
Case 14-10979 Doc 1 Filed 04/29/14 Page 12 of 29
21.418(b)(2) of the TBOC, Section 101.255(b)(2) of the TBOC, or the Company's governing documents, to
the extent applicable;
WHEREAS, the Board of Directors has determined that it is in the best interest of the Company, its
creditors and other parties in interest for the Board of Directors to authorize the Company to enter into
that certain restructuring support and lockup agreement (the Restructuring Support Agreement") by
and among the Company, certain of its affiliates, certain consenting creditors, and certain consenting
interest holders substantially in the form presented to the Company's Board of Directors on or in
advance of the date hereof.
RESOLVED, that each of the Authorized Officers, acting alone or with one or more other Authorized
Officers be, and they hereby axe, authorized and empowered to enter on behalf of the Company into the
Restructuring Support Agreement.
RESOLVED, that each of the Authorized Officers, acting alone or with one or more other Authorized
Officers be, and they hereby are, authorized and empowered to enter on behalf of the Company into a
restructuring transaction or series of restructuring transactions by which the Company will restructure
its debt obligations and other liabilities, including but not limited to the restructuring transactions as
described in the Restructuring Support Agreement (collectively, the "Restructuring Transactions").
RESOLVED, that each of the Authorized Officers, acting alone or with one or more other Authorized
Officers be, and they hereby are, authorized and empowered to take or cause to be taken any and all
such other and further action, and to execute, acknowledge, deliver and file any and all such
agreements, certificates, instruments and other documents in furtherance of the Restructuring
Transactions to which the Company is or will be a party, including, but not limited to, the Restructuring
Support Agreement (collectively, the "Restructuring Documents"), to incur and pay or cause to be paid
all fees and expenses and engage such persons, in each case, in the form or substantially in the form
thereof submitted to the Board of Directors, with such changes, additions and modifications thereto as
the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced
by such officer's execution and delivery thereof.
RESOLVED, that each of the Authorized Officers be, and hereby are, authorized, directed and
empowered in the name of, and on behalf of, the Company to take any and all actions to (i) obtain
approval by the Bankruptcy Court or any other regulatory or governmental entity of the Resrructuring
Documents in connection with the Restructuring Transactions, and (ii) obtain approval by the
Bankruptcy Court or any other regulatory or governmental entity of any Restructuring Transactions.
RESOLVED, that each of the Authorized Officers be, and hereby are, authorized, directed and
empowered in the name of, and on behalf of, the Company, to execute and deliver any documents or to
do such other things which shall in their sole judgment be necessary, desirable, proper or advisable to
give effect to the foregoing resolutions, which determination shall be conclusively evidenced by their
execution thereof.
Retention of Professionals
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the law firm of Kirkland & Ellis LLP as general bankruptcy counsel to represent and assist the
Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to
advance the Company's rights and obligations, including filing any pleadings; and in connection
therewith, each of the Authorized Officers, with power of delegation, are hereby authorized and
directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed
an appropriate application for authority to retain the services of Kirkland & Ellis LLP.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the law firm of Richards, Layton, & Finger, RA. as co-bankruptcy counsel to represent and assist
the Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to
advance the Company's rights and obligations, including filing any pleadings; and in connection
therewith, each of the Authorized Officers, with power of delegation, are hereby authorized and
directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed
16
Case 14-10979 Doc 1 Filed 04/29/14 Page 13 of 29
an appropriate application for authority to retain the services of Richards, Layton, & Finger, PA.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Evercore Partners, Inc. as financial advisor to represent and assist the Company in
carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the
Company's rights and obligations; and in connection therewith, each of the Authorized Officers are,
with power of delegation, hereby authorized and directed to execute appropriate retention agreements,
pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of Evercore Partners, Inc.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Alvarez & Marsal North America, LLC as restructuring advisor to represent and
assist the Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions
to advance the Company's rights and obligations; and in connection therewith, each of the Authorized
Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority
to retain the services of Alvarez & Marsal North America, LLC.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Filsinger Energy Partners, Inc. as energy consultant to represent and assist the
Company in carrying out its duties under the Bankruptey Code, and to take any and all actions to
advance the Company's rights and obligations; and in connection therewith, each of the Authorized
Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority
to retain the services of Filsinger Energy Partners, Inc.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Epiq Bankruptcy Solutions, LLC as notice, claims, and balloting agent and as
administrative advisor to represent and assist the Company in carrying out its duties under the
Bankruptcy Code, and to take any and all actions to advance the Company's rights and obligations; and
in connection therewith, each of the Authorized Officers, with power of delegation, are hereby
authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to
cause to be filed appropriate applications for authority to retain the services of Epiq Bankruptcy
Solutions, LLC.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Deloitte & Touche LLP as independent auditor to represent and assist the Company
in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the
Company's rights and obligations; and in connection therewith, each of the Authorized Officers, with
power of delegation, are hereby authorized and directed to execute appropriate retention agreements,
pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of Deloitte & Touche LLP.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of KPMG LLP as accounting and tax advisors to represent and assist the Company in
carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance die
Company's rights and obligations; and in connection therewith, each of the Authorized Officers, with
power of delegation, are hereby authorized and directed to execute appropriate retention agreements,
pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of KPMG LLP.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Towers Watson & Co. as compensation consultants to represent and assist the
Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to
advance the Company's rights and obligations; and in connection therewith, each of the Authorized
Officers, with power of delegation, are hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority
to retain the services of Towers Watson & Co.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
3
17
Case 14-10979 Doc 1 Filed 04/29/14 Page 14 of 29
employ the firm of PricewaterhouseCoopers LLP as internal auditing advisor and information security
consultants to represent and assist the Company in carrying out its duties under the Bankruptcy Code,
and to take any and all actions to advance the Company's rights and obligations; and in connection
therewith, each of the Authorized Officers, with power of delegation, are hereby authorized and
directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed
an appropriate application for authority to retain the services of PricewaterhouseCoopers LLP.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ the firm of Ernst & Young LLP as tax auditing advisors and information technology consultants
to represent and assist the Company in carrying out its duties under the Bankruptcy Code, and to take
any and all actions to advance the Company's rights and obligations; and in connection therewith, each
of the Authorized Officers, with power of delegation, are hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate
application for authority to retain the services of Ernst & Young LLP.
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and directed to
employ any other professionals to assist the Company in carrying out its duties under the Bankruptcy
Code; and in connection therewith, each of the Authorized Officers, with power of delegation, are
hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers,
and to cause to be filed an appropriate application for authority to retain the services of any other
professionals as necessary.
RESOLVED, that each of the Authorized Officers be, and they hereby are, with power of delegation,
authorized, empowered and directed to execute and file all petitions, schedules, motions, lists,
applications, pleadings, and other papers and, in connection therewith, to employ and retain all
assistance by legal counsel, accountants, financial advisors, and other professionals and to take and
perform any and all further acts and deeds that each of the Authorized Officers deem necessary, proper,
or desirable in connection with the Company's chapter 11 case, with a view to the successful prosecution
of such case.
Debtor-in-Possession Financing
RESOLVED, that each of the Authorized Officers (and their designees and delegates) be, and they
hereby are, authorized and empowered, in the name of and on behalf of the Company, to take or cause
to be taken any and all such other and further action, and to execute, acknowledge, deliver, and file any
and all such agreements, certificates, instruments and other documents required to consummate the
Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "TCEH DIP Credit
Agreement") among Texas Competitive Electric Holdings Company LLC, as Borrower, Energy Future
Competitive Holdings Company LLC, as Parent Guarantor, the various lenders from time to time parties
thereto as Lenders, Citibank N.A. or its successor as Adrninistrative Agent for the Lenders, and the other
loint Lead Arrangers, dated as of the date presented to the Board of Managers of Texas Competitive
Electric Holdings Company LLC.
RESOLVED, that each of the Authorized Officers (and their designees and delegates) be, and they
hereby are, authorized and empowered, in the name of and on behalf of the Company, to take or cause
to be taken any and all such other and further action, and to execute, acknowledge, deliver and file any
and all such agreements, certificates, instruments and other documents required to consummate the
Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "EFIH First Lien DIP Credit
Agreement") among Energy Future Intermediate Holding Company LLC and EFIH FINANCE EMC, as
Borrowers, the various lenders from time to time parties thereto, as Lenders, Deutsche Bank AG, as
Collateral Agent and Administrative Agent for the Lenders, and the other Joint Lead Arrangers, dated as
of the date presented to the Board of Managers of Energy Future Intermediate Holding Company LLC
and the Board of Directors of EFIH FINANCE INC..
RESOLVED, that each of the Authorized Officers (and their designees and delegates) be, and they
hereby are, authorized and empowered, in the name of and on behalf of the Company, to take or cause
to be taken any and all such other and further action, and to execute, acknowledge, deliver and file any
and all such agreements, certificates, instruments and other documents required to consummate the
Second Lien Subordinated Secured Debtor-in-Possession Note Purchase Agreement (the "EFIH Second
Case 14-10979 Doc 1 Filed 04/29/14 Page 15 of 29
Lien DIP Note Purchase Agreement") among Energy Future Intermediate Holding Company LLC and
EFIH FINANCE INC., as Co-Issuers, the lending institutions from time to time parties thereto as
Purchasers, and the Administrative Agent and Collateral Agent for the Purchasers, dated as of the date
presented to the Board of Managers of Energy Future Intermediate Holding Company LLC and the
Board of Directors of EFIH FINANCE INC.
RESOLVED, that the capitalized terms used in the resolutions under the caption "Debtor-in-Possession
Financing" and not otherwise defined herein shall have the meanings ascribed to such terms in the
TCEH DIP Credit Agreement, the EFIH First Lien DIP Credit Agreement, or the EFIH Second Lien DIP
Note Purchase Agreement, as applicable.
General
RESOLVED, that in addition to the specific authorizations heretofore conferred upon the Authorized
Officers, each of the Authorized Officers (and their designees and delegates) be, and they hereby are,
authorized and empowered, in the name of and on behalf of the Company, to take or cause to be taken
any and all such other and further action, and to execute, acknowledge, deliver and file any and all such
agreements, certificates, instruments and other documents and to pay all expenses, including but not
limited to filing fees, in each case as in such officer's or officers' judgment, shall be necessary, advisable
or desirable in order to fully carry out the intent and accomplish the purposes of the resolutions adopted
herein.
RESOLVED, that all members of the Board of Directors of the Company have received sufficient notice
of the actions and transactions relating to the matters contemplated by the foregoing resolutions, as may
be required by the organizational documents of the Company, or hereby waive any right to have
received such notice.
RESOLVED, that all acts, actions and transactions relating to the matters contemplated by the foregoing
resolutions done in the name of and on behalf of the Company, which acts would have been approved
by the foregoing resolutions except that such acts were taken before the adoption of these resolutions,
are hereby in all respects approved and ratified as the true acts and deeds of the Company with the
same force and effect as if each such act, transaction, agreement or certificate has been specifically
authorized in advance by resolution of the Board of Directors.
RESOLVED, that each of the Authorized Officers (and their designees and delegates) be and hereby are
authorized and empowered to take all actions or to not take any action in the name of the Company with
respect to the transactions contemplated by these resolutions hereunder as the sole shareholder, partner,
member or managing member of each direct subsidiary of the Company, in each case, as such
Authorized Officer shall deem necessary or desirable in such Authorized Officers' reasonable business
judgment as may be necessary or convenient to effectuate the purposes of the transactions contemplated
herein.
19
Case 14-10979 Doc 1 Filed 04/29/14 Page 16 of 29
Energy Future Holdings Corp.
Assistant Secretary's Certification
The undersigned, Betty R. Fleshman, Assistant Secretary of Energy FutureHoldings
Corp. (the "Company"), a Texas corporation, hereby certifies as follows:
1. I am the duly qualified and elected Assistant Secretary and, as such, I am
familiar with the facts herein certified and I am duly authorized to certify the
same on behalf of the Company.
2. Attached hereto is a true, complete, and correct copy of the resolution of the
board of directors of the Company (the "Board of Directors"), duly adopted at
a properly convened meeting of the Board of Directors on April 28, 2014, by
the members constituting a majority of the votes of a quorum of the directors
there present, in accordance with the bylaws of the Company.
3. Such resolution has not been amended, altered, annulled, rescinded, or
revoked and is in full force and effect as of the date hereof. There exists no
other subsequent resolution of the Board of Directors relating to the matters
set forth in the resolution attached hereto.
IN WTTNESS WHEREOF, the undersigned has executed this certificate as of the
28th day of April, 2014.
Betty R. Fleshman,
Assistant Secretary
20
Case 14-10979 Doc 1 Filed 04/29/14 Page 17 of 29
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
ENERGY FUTURE HOLDINGS CORP., et al.} Case No. 14- ( )
Debtors. (Joint Administration Requested)
CONSOLIDATED LIST OF CREDITORS
HOLDING THE 50 LARGEST UNSECURED CLAIMS
The above-captioned debtors and debtors in possession (collectively, the "Debtors") each
filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code
(the "Bankruptcy Code"-). The following is the consolidated list of the Debtors' creditors holding
the 50 largest unsecured claims (the "Consolidated Lisf't based on the Debtors' books and
records with trade claim balances from multiple dates no earlier than March 31, 2014, and debt
claim balances estimated to reflect principal and accrued interest through April 28, 2014. The
Consolidated List has been prepared for filing in accordance with Rule 1007(d) of the Federal
Rules of Bankruptcy Procedure. The Consolidated List does not include (1) persons who come
within the definition of "insider" set forth in section 101(31) of the Bankruptcy Code or
(2) deficiency claims of secured creditors. No creditor listed herein is a minor child. The
information contained herein shall neither constitute an admission of liability by, nor is it binding
on, the Debtors. Moreover, the information herein, including the failure of the Debtors to list any
claim as contingent, unliquidated, or disputed, does not constitute a waiver of the Debtors' right
to contest the validity, priority, or amount of any claim.
The last four digits of Energy Future Holdings Corp.'s tax identification number are 8810. The location of the
debtors' service address is 1601 Bryan Street, Dallas, Texas 75201. Due to the large number of debtors in these
chapter 11 cases, for which the debtors have requested joint administration, a complete list of the debtors and
the last four digits of their federal tax identification numbers is not provided herein. A complete list of such
information may be obtained on the website of the debtors' proposed claims and noticing agent at
http://www.efhcaseinfo.com.
21
Case 14-10979 Doc 1 Filed 04/29/14 Page 18 of 29
t « lltlll^CIU
fS inic oTcitdiU r ( mil pit u m iilm hIutca
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crtdil rfiuiilur with U hid
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L._\\ _?LUL_S_LLL LRLM LO.JA. 1
NEW YORK
Attn: Frank Godino - Vice President
Addr: 400 Madison Avenue - Suite 4D
New York, NY 10017
USA
Phone: (646)747-1251
Fax: (212)750-1361
Email: frank.godino@lawdeb.com
— and --
1 Unsecured Debt Unliquidated $5,505,163,811
Patterson Belknap Webb & Tyler LLP
Re: Law Debenture Trust Company
of New York
Attn: Daniel A. Lowenthal - Counsel
1133 Avenue of the Americas
New York, NY 10036
USA
Phone: (212)336-2720
Fax: (212)336-1253
Email: dalowenthal (Sjpbwt. com
AMERICAN STOCK TRANSFER AND
TRUST COMPANY, LLC
Attn: Paul Kim - General Counsel
Addr: 6201 15TH Avenue
Brooklyn, NY 11219
USA
Phone: (718)921-8183
Fax: (718)331-1852
Email: pkim@Amstock.com
—and—
2 Unsecured Debt Unliquidated $2,565,874,358
Nixon Peabody LLP
Re: American Stock Transfer and Trust
Company, LLC
Attn: Amelia M. Charamba - Counsel
Addr: 100 Summer Street
Boston, MA 021 10
USA
Phone: (617)345-1041
Fax: (866)244-1527
Email: acharambaCSjnixonpeabody .com
With respect to any trade claim for which the creditor was the beneficiary of a letter of credit, the amounts listed
herein are net of any outstanding leners of credit.
22
Case 14-10979 Doc 1 Filed 04/29/14 Page 19 of 29
1
1
urij • . i >i
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UMB BANK, N.A.
Attn: Laura Roberson - Vice President
Addr: 2 South Broadway
Suite 600
St Louis, MO 63102
USA
Phone: (314)612-8484
Fax: (314)612-8499
Email: laura.roberson@UMB.com
—and—
3 Unsecured Debt Unliquidated $1,649,363,974
Foley & Lardner, LLP
Re: UMB Bank, N.A.
Attn: Harold L Kaplan, Mark F Hebbeln -
Counsel
Addr: 321 N Clark Street, Suite 2800
Chicago, IL 60654
USA
Phone: (312) 832-4393, (312) 832-4394
Fax: (312) 832-4700
Email: hkaplan@foley.com,
mhebbeln(£JfoIey.com
THE BANK OF NEW YORK MELLON
TRUST COMPANY
Attn: Rafael Martinez - Vice President -
Client Service Manager
Addr: 601 Travis Street
Houston, TX 77002
USA
Phone: (713)483-6535
Fax: (713)483-6954
Email: rafael.martinez@bnymellon.com
4 Unsecured Debt Unliquidated $891,404,403
—and—
The Bank ofNew York Mellon Trust Company
Attn: Thomas Vlahakis - Vice President
Addr: 385 Rifle Camp Road
3rd Floor
Woodland Park, NJ 07424
USA
Phone: (973) 247-4742
Fax: (713) 483-6954
HOLT CAT
Attn: Michael Puryear - General Counsel
Addr: 3302 S W.W. White Rd
San Antonio, TX 78222
5 Trade Unliquidated $11,400,000
USA
Phone: (210)648-1111
Fax: (210) 648-0079
Email: michael.puryear(3}ho ltcat.com
23
Case 14-10979 Doc 1 Filed 04/29/14 Page 20 of 29
< i ntii (fiui
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- JJA C JJ3L-*. XLL^Ll.^ .vLLLV^x
ENVIRONMENTAL PRODUCTS)
Attn: Peter O. Hansen - General Counsel
Addr: 1460 W. Canal Court
Littleton, CO 80120
6
USA
Trade Unliquidated $10,508,908
Phone: (303)962-1977
Fax: (303)962-1970
Email: peter.hansen@ada-cs.com;
info(3}ada-cs .com
FLUOR GLOBAL SERVICES
Attn: Carlos M. Hernandez - Executive
Vice President, Chief Legal Officer
and Secretary
Addr: 6700 Las Colinas Blvd
7
Irving, TX 75039
Trade Unliquidated $9,283,826
USA
Phone: (469) 398-7000
Fax: (469) 398-7255
Email: carlos.hernandez@fluor.com
BNSF RAILWAY COMPANY
Attn: Roger Nober - Executive VP, Law
and Corporate Affairs
Addr: 2650 Lou Menk Drive
8 Fort Worth, TX 76131 Trade Unliquidated $8,353,152
USA
Phone: (817)352-1460
Fax: (817)352-7111
Email: roger.nober(5jbnsf.com
HCL AMERICA INC
Attn: Raghu Raman Lakshmanan - General
Counsel
Addr: 330 Potrero Avenue
9 Sunnyvale, CA 94085 Trade Unliquidated $8,137,238
USA
Phone: (408)523-8331
Fax: (408) 733-0482
Email: rlakshmanan@hcl.com
SHAW MAINTENANCE (CB&I)
Attn: Richard E. Chandler, Jr. - President
and Chief Executive Officer
Addr: c/o CB&I - One CB&I Plaza
2103 Research Forest Drive
10 Trade Unliquidated $6,900,000
The Woodlands, TX 77380
USA
Phone: (832)513-1000
Fax: (832)513-1094
Email: richard.chandler@cbi.com
24
Case 14-10979 Doc 1 Filed 04/29/14 Page 21 of 29
< i ntin^LML
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unliqiud itcil \niount of
nid Linplo>LL igeiil * i il« p irtun.nl r f N unit of cliim
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setoff
WHblUNOrlUUSiitlJLJbUiKH^ L U U L
Attn: Mike Sweeney - Senior Vice
President & General Counsel
Legal & Contracts
Addr: 1000 Westinghouse Drive,
11 Suite 5 72A Trade Unliquidated $4,607,855
Cranberry Township, PA 16066
USA
Phone: (724) 940-8323
Fax: (724)940-8518
Email: holtsa@westinghouse.com
CENTERPOINT ENERGY HOUSTON
Attn: Mark Schroeder -Senior Vice
President and Deputy General
Counsel
Addr: 1111 Louisiana Street
12 Houston, TX 77002 Trade Unliquidated $3,433,868
USA
Phone: (713)207-7053
Fax: (713)207-9233
Email: mark.schroeder@centerpointenergy.
com
ASHER MEDIA INC
Attn: Kalyn Asher - President
Addr: 15303 Dallas Parkway, Suite 1300
Addison, TX 75001
13 Trade Unliquidated $3,292,625
USA
Phone: (214)580-8750
Fax: (972)732-1161
Email: kalyn(5jashermed ia.com
MINE SERVICE LTD
Attn: Keith Debault - President
Addr: 855 E US Highway 79
Rockdale, TX 76567
14 Trade Unliquidated $2,703,008
USA
Phone: (512)446-7011
Fax: (512)446-7195
Email: keithdebault{ajms irockdale.com
COURTNEY CONSTRUCTION INC
Attn: Karlos Courtney - Owner
Addr: 2617USHwy79N
Carthage, TX 75633
15 USA Trade Unliquidated $2,640,695
Phone: (903)694-2911
Fax: (903)694-2921
Email: karloscourtney@courtneyconstruct
ion.com
25
Case 14-10979 Doc 1 Filed 04/29/14 Page 22 of 29
Ci utui^Liit
N iui* c / i ndit< i «i in pie1 in iilin iddi ls\
uubqniditid Viuount of
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SLlllT
SIEMENS POWER GENERATION INC
Attn: Christopher Ranck - Vice President
and General Counsel
Addr: 4400 N Alafaya Trl
16 Orlando, FL 32826 Trade Unliquidated $2,487,807
USA
Phone: (407)333-2476
Fax: (972)550-2101
Email: chris.ranck@siemens.com
BRAKE SUPPLY CO INC
Attn: David Koch - CEO & President
5501 Foundation Blvd
Evansville, IN 47725
17 Trade Unliquidated $2,450,000
USA
Phone: (812)467-1000
Fax: (812)429-9425
Email: sales@brake.com
HYDROCARBON EXCHANGE CORP.
Attn: R Scott Hopkins - President
Addr: 5910 N. Central Expy.
STE 1380
18 Dallas, TX 75206 Trade Unliquidated $2,370,303
USA
Phone: (214) 987-0257
Fax: (214)987-0670
Email: msavage@hydrocarbonexchange.com
SECURITAS SECURITY SERVICES USA
Attn: Sonia Jasman - President
2 Campus Drive
Parsippany, NJ 07054-4400
19 Trade Unliquidated $2,274,827
USA
Phone: (973)267-5300
Fax: (973)-397-2491
Email: contact@securitasinc.com
TRANSACTEL INC
Attn: Guillermo Montano - Chief
Executive Officer
Addr: 18 Calle 25-85 Z.10
Torre Transacte! Pradera
20 Trade Unliquidated $2,191,210
Guatemala City,
Guatemala
Phone: Oil 502 2223-0000
Fax: 011 502 2223 0004
Email: gmontano@transactel.net
26
Case 14-10979 Doc 1 Filed 04/29/14 Page 23 of 29
N nut iftmliloT ct ni[ IlIl hi iilm dilns
COHtlU1,1.111 j
uulxjindjUd \inount of
ind ciupl»vi.t. i]L.Liit (i dtpiihmiil of IS ifui i r frj uni
iIiYpiifid hi subject to 1 ilann
en lit r f umlur with ildim
tUiffT |
111 i u i i i i
INC
Attn: Mike Merritt - President
Addr: 201 Estes Dr
21 Longview, TX 75602-6100 Trade Unliquidated $2,016,224
USA
Phone: (903)757-2656
Fax: (903) 757-8864
Email: Mike@Merritt.net
ALCOA
Attn: Max W. Laun - Vice President and
General Counsel
Addr: 201 Isabella Street
Unliquidated, Disputed,
22 Pittsburgh, PA 152195858 Trade $1,793,501
Subject to setoff
USA
Phone: (412)553-4569
Fax: (412)553-4064
Email: max.laun@alcoa.com
AUTOMATIC SYSTEMS INC
Attn: Michael Hoehn - President
9230 East 47th Street
Kansas City, MO 64133
23 Trade Unliquidated $1,724,583
USA
Phone: (816)356-0660
Fax: (816)356-5730
Email: michael.hoehn@asi.com
RANGER EXCAVATING LP
Attn: Jack Carmody - President
Addr: 5222 Thunder Creek Road
Austin, TX 78759
24 USA Trade Unliquidated $1,630,396
Phone: (512)343-9613
Fax: (512)343-9618
Email: jack.carmody@rangerexcavating.
com
GRAINGER
Attn: John L. Howard - General Counsel
Addr: 100 Grainger Pkwy
Lake Forest, IL 60045
25 Trade Unliquidated $1,618,371
USA
Phone: (847)535-1000
Fax: (847)535-0878
Email; john.howard@grainger.com
WARFAB
Attn: Malcolm Clevenstine - President
and CEO
Addr: 607 Fisher Rd
26 Longview, TX 75604 Trade Unliquidated $1,566,782
USA
Phone: (903)295-1011
Fax: (903)295-1982
Email: info@warfabinc.com
27
Case 14-10979 Doc 1 Filed 04/29/14 Page 24 of 29
< imminent
Njnii ui (.rcdm i ci lupUtL hi ilinj, iddiLss
iinuquiditcd Amount-of
ind <.iiiplo\f4. i^cnt oi ilt] rtinciitof "SjIuil of i 1 urn
disputed orsnbjcrtto (.Liiui
ilLiIlt i f iimh u Hith r] nin
iit>ff
AMECOINC
Attn: Gary Bemardez - President
Addr: 2106 Anderson Road
Greenville, SC 29611
27 Trade Unliquidated $1,517,134
USA
Phone: (864)295-7800
Fax: (864) 295-7962
Emai 1: gary.bernardez@ameco ,com
CAPGEMIN1 NORTH AMERICA INC
Attn: Isabelle Roux-Chenu -
International Legal Affairs
Addr: 623 Fifth Ave 33rd Floor
New York, NY 10022
28 Trade Unliquidated $1,481,812
USA
Phone: (212)314-8000
Fax: (212)314-8001
Email: isabelle.roux-
chenu@capgemini.com
TEXAS-NEW MEXICO POWER COMPANY
Attn: Patrick Apodaca - Senior Vice
President, General Counsel,
Secretary
Addr: 414 Silver Avenue SW
29 Trade Unliquidated $1,456,189
Albuquerque, NM 87102-3289
USA
Phone: (505)241-2700
Fax: (505)241-4311
Email: patrick.apodaca@tnmp.com
GENERATOR & MOTOR SERVICES INC
Attn: President
Addr: 601 BraddockAve
30 Turtle Creek, PA 15145 Trade Unliquidated $1,400,000
USA
Phone: (412)829-7500
Fax: (412)829-1692
PERFORMANCE CONTRACTING INC
Attn: Chuck William - SVP & General
Counsel
Addr: 16400 College Blvd
31 Lenexa,KS 66219 Trade Unliquidated $1,399,234
USA
Phone: (913)888-8600
Fax: (913)492-8723
Email: info@pcg.com
BENCHMARK INDUSTRIAL SERVICES
Attn: Mike Wilcox - Owner
Addr: 2100 State Highway 31 E
Kilgore.TX 75662
32 Trade Unliquidated $1,389,644
USA
Phone: (903)983-2951
Fax: (903) 984-0982
Email: mwilcox@benchmarkisi.com
28
Case 14-10979 Doc 1 Filed 04/29/14 Page 25 of 29
C »n Undent
Nihil tf* itdii 1 i inj li.1i in tilin„ dditss
Ufiliqniddlld Amount of
ind impli mi ent i drp iilincnt r f N ilnrt, of cliim
disputed or subject to cluui
indit i f iiiiNii mill iljim
1 st toff
PIERCE CONSTRUCTION INC
Attn: Kenneth Pierce - Owner
Addr: 4324 State Hwy 149
Beckville.TX 75631
33 USA Trade Unliquidated $1,357,107
Phone: (903) 678-3748
Fax: (903)678-3896
Email: kenneth@pierceconstructioninc.
com
RYAN PARTNERSHIP (FORMERLY
SOLUTIONSET)
Attn: Mary Perry - President
Addr: 440 Polaris Parkway
34 WestervUle, OH 43082 Trade Unliquidated $1,305,595
USA
Phone: (614)844-3973
Fax: (614)436-6640
Email: mary.perry@ryanpartnership.com
TEAM EXCAVATING
Attn: Wayne Yost, Owner - President
Addr: 815 N Main Street
Wrens, GA 30833
35 Trade Unliquidated $1,266,986
USA
Phone: (706) 547-6554
Fax: (706) 547-6553
Email: wyost@teamexcavatingco.com
SITEL LLC
Attn: David Beckman - General Counsel
Addr: 3102 West End Avenue
Nashville, TN 37203
36 Trade Unliquidated $1,262,603
USA
Phone: (615)301-7100
Fax: (615)301-7252
Email: david.beckman@sitel.com
TPUSA
Attn: John Warren May - Chief Legal
Officer
Addr: 1991 South 4650 West
37 Salt Lake City, UT 84104 Trade Unliquidated $1,236,218
USA
Phone: (801)257-5811
Fax: (801) 257-6246
Email: john.may@teleperformance.com
29
Case 14-10979 Doc 1 Filed 04/29/14 Page 26 of 29
K. >i tinL,Lnl
n i it I iLdit>i l iiipkit 111 ilint, iddii. s
unliumdir 1 Aim tint of
nl up] v * iLcnt trriLp rtmcnt f N tui-L f*] m - 1
clitnr
tiidihi f mill rwiihclilm ' UlSImlCI, °"»*1«»"
sLtufr
KANSAS CITY SOUTHERN RAILWAY
(KCS)
Attn: William Wochner - Chief Legal
Officer
Addr: 427 West 12th Street
38 Trade Unliquidated $1,231,792
Kansas City, MO 64105
USA
Phone: (816)983-1303
Fax: (816)783-1501
Email: wwochner@kcsouthern.com
HEADWATERS RESOURCES INC
Attn: Harlan M. Hatfield - Vice
President, Secretary & General
Counsel
Addr: 10701 S River Front Parkway
39 Suite 300 Trade Unliquidated $1,215,760
South Jordan, UT 84095
USA
Phone: (801) 984-9400
Fax: (801)984-9410
Email: hhatiield@headwaters.com
TRENT WIND FARM L.P.
Attn: President or General Counsel -
Addr: Trent Wind Farm
1423 CR 131
40 Trent, TX 79561 Trade Unliquidated $1,188,168
USA
Phone: (614)583-7035
Fax: (614) 583-1691
Email: clmcgarvey@aep.com
LOWER COLORADO RIVER AUTHORITY
Attn: Phil Wilson - General Manager
Addr: Transmission Services Corp
Austin, TX 78703
41 Trade Unliquidated $1,167,381
USA
Phone: (512)473-3200
Fax: (512)578-3520
Email: general.manaRer@lcra.orR
FRISCO CONSTRUCTION SERVICES
Attn: Clay Thomas - Chief Executive
Officer
Addr: 9550 John W. Elliott Drive,
Suite 106
42 Trade Unliquidated $1,097,597
Frisco, TX 75033
USA
Phone: (214)975-0808
Fax: (214)975-0811
Email: cthomas@friscocs.com
10
30
Case 14-10979 Doc 1 Filed 04/29/14 Page 27 of 29
CUJUtHlf,CUl
1 N i l firclil r i i ij 1 1 n nil ito IdrtSA
nub lUid iced
n1«mjluM 1,1Dl adq irtmtnt i i N u ii vf cl uni
disputed 0| SllhjCLl to ^fsPpJ.P^ig
cicditri f iiiuhirmtli UiLuj
siiifT
CRANE NUCLEAR INC
Attn: President or General Counsel
Addr: 2825 Cobb International Blvd NW
Kennesaw, GA 30152
43
USA
Trade Unliquidated $1,062,900
Phone: (770) 429-4600
Fax: (770) 429.4750
Email: cinfo@cranevs.com
AEP TEXAS NORTH COMPANY
Attn: Mr. Charles R. Patton - President
and Chief Operating Officer
Addr: 1 Riverside Plaza
44 Columbus, OH 43215-2372 Trade Unliquidated $1,032,018
USA
Phone: (614)716-1000
Fax: (614)716-1823
Email: Mmiller@apgellc.com
J & S CONSTRUCTION LLC
Attn: Jeff Grodel - Owner
Addr: 10823 N US Highway 75
45 Buffalo, TX 75831 Trade Unliquidated $969,154
USA
Phone: (903) 322-4942
Fax: (903)322-1940
FL SMIDTH AIRTECH INC
Attn: Mark Brancato - General Counsel
Addr: Cement Projects Americas
2040 Avenue C
46 Bethlehem, PA 18017 Trade Unliquidated $945,329
USA
Phone: (610)264-6011
Fax: (610)264-6170
Email: Mark.Brancato@flsmidth.com
NORTHEAST TEXAS POWER LTD
Attn: David Petty - President
Addr: 3163 Fm 499
Cumby, TX 75433
47 Trade Unliquidated $853,744
USA
Phone: (903) 994-4200
Fax: (903) 994-2747
Email: petty@northeasttexaspower.com
TAGGART GLOBAL LLC
Attn: John Luke - General Counsel & Corp.
Secretary
Addr: c/o Forge Group Ltd
4000 Town Center Boulevard
48 Trade Unliquidated $828,978
Canonsburg, PA 15317
USA
Phone: (724) 754-9800
Fax: (724) 754-9801
Email: Info@forgegroup.com
11
31
Case 14-10979 Doc 1 Filed 04/29/14 Page 28 of 29
Continent
N me f i< III l c mi Ml ii iilm tlli<\%
unliquid itid nount of
uulunpl \(4 Ifiil t n lipirlnuilt f Nituii uf l1 um
rudit i jainilnr with il inn
disputed or cub] 11 clmni
btt* ir
n i \ n ii s ii i i \ i
(ROLLS ROYCE)
Attn: Miles Cowdry - President
Rolls-Royce Civil Nuclear
Addr: 994-A Explorer Blvd
49 Trade Unliquidated $822,000
Huntsville, AL 35806
USA
Phone: (800)632-5126
Fax: (317)230-4699
Email: Miles.Cowdry@rolls-royce.com
PENSION BENEFIT GUARANTY
CORPORATION
Attn: Israel Goldowitz- Office Of The
Chief Counsel
Addr: 1200 K Street, NW Contingent,
50 Pension Unknown
Washington, DC 20005-4026 Unliquidated
USA
Phone: (202) 326-4020
Fax: (202)326-4112
Email: Goldowitz.Israel@pbgc.gov
12
32
Case 14-10979 Doc 1 Filed 04/29/14 Page 29 of 29
OECLARATIQNUNPER PENALTY OF PERJURY
Pursuant to 28 U.S.C. § 1746, I, Anthony R. Horton, the duly qualified and authorized
signatory of Energy Future Holdings Corp., declare under penalty of perjury that I have reviewed
the foregoing list of creditors holding unsecured claims and that it is true and correct to the'best
of my information and belief.
Dated:t\fnj_29 2014 /t\K(t\^-
{Anthony R. Horton
Treasurer
f4?
iir
33
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