Oncor Announces Exchange Offer for Certain Outstanding Debt Securities

DALLAS, September 8, 2020 /PRNewswire/ — Oncor Electric Delivery Company LLC (“Oncor”) today announced the initiation of a private offer to exchange the outstanding debt securities listed in the table below (collectively, “Old Notes ”) held by Eligible Holders (as defined below) for $300,000,000 in aggregate principal amount of Oncor’s new series of 5.35% senior secured bonds due 2052 (the “New Bonds”), as further described below. The New Bonds will not be listed on any stock exchange.

The following table sets forth the Acceptance Priority Level, the Exchange Offer Consideration, the Early Exchange Premium and the Total Early Exchange Consideration (each as defined below) for the Former Notes :

The exchange offer is being conducted on the terms and subject to the conditions set forth in an offering memorandum and the related letter of transmittal. The exchange offer is being made, and copies of the offer documents will only be made available, to any holder of Old Bonds who has certified such holder’s status as (1) “purchaser qualified institutional” under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) or (2) a non-U.S. person outside United States as defined in Regulation S of the Securities Act (each, an “Eligible Holder”).

For Eligible Holders of Old Bonds who tender their Old Bonds no later than 5:00 p.m., New York City It’s time September 21, 2020subject to any extension by Oncor (the “Early Participation Date”), Oncor is offering consideration of $950 aggregate principal amount of the New Bonds for each $1,000 principal amount exchanged (the “Exchange Offer Price”), plus an early exchange premium of $50 aggregate principal amount of the New Bonds for each $1,000 principal amount exchanged (the “Early Exchange Premium” and, together with the Exchange Offer Price, the “Early Exchange Aggregate Price”). Eligible Holders who validly tender Old Bonds after the Early Participation Date, but no later than the Expiry Date (as defined below) of the exchange offer, will receive the consideration described above less the Early Exchange Bonus.

The exchange offer will expire at 11:59 p.m., New York City It’s time October 5, 2020, unless extended by Oncor (the “Expiration Date”). Offers of Old Bonds submitted as part of the exchange offer may be validly withdrawn at any time before 5:00 p.m., New York City It’s time September 21, 2020 (the “Withdrawal Date”), and such offers will be irrevocable thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

The exchange offer is subject to an aggregate exchange limit equal to the principal amount of the old notes tendered which would require Oncor to issue the new notes for an aggregate principal amount of $300,000,000 (the “Maximum Trade Amount”). Subject to the terms and conditions of the exchange offer, on each settlement date, Oncor will accept for exchange the Old Notes tendered to the exchange offer in accordance with the “Priority Level of Acceptance” (in order of priority numeric) as shown in the table above for each set of old grades (each an “acceptance priority level” or “level”), with level 1 being the highest priority level. On each settlement date, all Old Notes validly tendered and not validly withdrawn will be accepted in accordance with the procedures described in the offering memorandum in the following order: (i) all Old Level 1 Notes tendered no later than Early Participation Date and not validly withdrawn on or before the Withdrawal Date, (ii) all Former Level 1 Notes tendered after the Early Participation Date and not validly withdrawn, (iii) all Level 2 Notes tendered to or before the Early Participation Date and not validly withdrawn on or before the Withdrawal Date, and (iv) all Level 2 Notes tendered after the Early Participation Date and not validly withdrawn. If the remaining Maximum Exchange Amount is not sufficient to accept for exchange all Old Notes validly tendered and not validly withdrawn from a particular Acceptance Priority Level, Oncor will allocate the available Maximum Exchange Amount among the aggregate principal amount of the Old Obligations in that pro rata Acceptance Priority Level. After applying the pro rata calculation, Oncor will round the principal amount of the pro rata series of Old Obligations of Eligible Holders to be accepted for exchange to the nearest $1,000 of the principal amount at maturity. Depending on the amount of a particular series of Old Notes tendered by an Eligible Holder and the pro rata applied, if the principal amount of such Old Notes which are not accepted and returned to such Eligible Holder following a pro rata would result in an amount less than the minimum face value amount required by the trust indenture governing such Old Notes, we will accept or reject all Old Notes validly tendered by such holder. Subject to applicable law, the exchange offer may be modified, extended, terminated or withdrawn in whole or in respect of one or more series of Old Notes at any time. If, either on the Early Bird Date or the Expiry Date, Old Tickets tendered with Acceptance Priority Level 1 exceed the Maximum Redemption Amount, Oncor expects (but is not obligated ) to increase the maximum exchange amount in order to accept for exchange all old Notes with Acceptance Priority Level 1 (without pro rata of those Notes with Acceptance Priority Level 1). If we increase the Maximum Trading Amount on the Early Participation Date, the Final Settlement Date should not occur.

Completion of the exchange offer is subject to a number of conditions, including the absence of certain adverse legal and market developments. The exchange offer is also conditional upon the Old Bonds having been validly tendered and not withdrawn prior to the Expiry Date in an amount in principal not less than the amount that would obligate Oncor to issue the New Bonds for the total principal amount of $300,000,000. Oncor will not receive any cash proceeds from the exchange offer.

The New Bonds have not been registered under the Securities Act or any state securities law and may not be offered or sold in United States the absence of 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 aforementioned Notes. The Exchange Offer is made solely by the Offering Memorandum and related Letter of Transmittal and only to persons and in jurisdictions permitted by applicable law. This announcement is issued pursuant to Rule 135c of the Securities Act.

Materials relating to the exchange offer will only be distributed to holders of Old Notes who have completed and returned an eligibility letter confirming that they are Eligible Holders. The full terms and conditions of the exchange offer are set forth in the offering memorandum and related side letter, copies of which may be obtained by contacting DF King & Co., Inc., the agent of exchange for 7.000% Senior Secured Notes due 2032. , 7.250% Senior Secured Notes due 2033 and 5.30% Senior Secured Notes due 2042 and Information Agent in connection with the exchange offer, at (866) 856-3065 or [email protected] The eligibility form is available electronically at the following address: www.dfking.com/oncor.

This announcement does not constitute an offer or a solicitation to participate in the exchange offer in any jurisdiction in which it is illegal to make such an offer.

SOURCEOncor Electric Delivery Company, LLC