Approximately $37 billion of debt securities affected
New York, January 30, 2012 -- Moody's Investors Service changed the rating outlook for Energy
Future Holdings Corp. (EFH) and its subsidiaries to negative from
stable, including Texas Electric Competitive Holdings Company LLC
(TCEH) which generates and markets electricity in the greater North-Texas
region and is EFH's principal generator of cash flow. EFH's
other subsidiary is Oncor Electric Delivery Company LLC (Oncor),
an 80% owned electric transmission and distribution utility (T&D)
regulated by the Public Utility Commission of Texas (PUCT). Oncor's
rating outlook remains stable. The rating outlooks for Energy Future
Intermediate Holding Corp (EFIH) and Energy Future Competitive Holdings
(EFCH) were also changed to negative from stable.
We affirmed EFH's Caa2 Corporate Family Rating (CFR), Caa3
Probability of Default Rating (PDR), SGL-4 Speculative Grade
Liquidity Rating and the Baa1 senior secured rating for Oncor.
RATINGS RATIONALE
EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company
with limited flexibility. EFH's capital structure is complex
and, in our opinion, untenable which calls into question the
sustainability of the business model and expected duration of the liquidity
reserves.
The change in rating outlook to negative from stable reflects a sustained
period of low natural gas prices which will depress EFH's cash flow
generating prospects and could result in further large goodwill impairments.
We also see declining volumes and an increase in operating costs and capital
investment needs. These higher costs and investments are influenced,
in part, by increased regulatory requirements that apply primarily
to EFH's coal generation assets.
We see a strong correlation between the default probability of EFH,
EFIH, EFCH and its primary cash flow generating subsidiary,
TCEH. As a result, the primary rating drivers for EFH,
EFIH and EFCH are heavily influenced by TCEH.
EFH's SGL-4 Speculative Grade Liquidity rating reflects a
liquidity profile which is slowly but steadily declining. In our
opinion, the decline in liquidity sources will accelerate in 2012.
We note that the (unused) collateral posting facility expires on December
31, 2012. The expiration of this facility exposes EFH to
potential liquidity demands in a high natural gas price environment (ie.,
above $7.50 / mcf). In October 2013, a portion
of TCEH's revolver expires and there are substantial credit facility
and bond maturities in 2014, 2015, 2016 and 2017. Absent
a sustained improvement to natural gas commodity prices or a material
expansion in market heat rates, we believe EFH's liquidity
will become exhausted, possibly as early as 2014.
Prospectively, ratings are unlikely to be upgraded over the near
to intermediate term horizon, largely due to our expectations regarding
cash flow and the complexity of the capital structure. Should natural
gas commodity prices and market heat rates improve materially, and
for a sustained period of time, there could be upward pressure on
EFH's ratings. Over the near-term horizon, ratings
are more likely to fall, and individual classes of securities have
a reasonably high probability of experiencing a limited default,
as Moody's defines it, based on our limited default / distressed
exchange policies.
Notwithstanding the ring-fence type provisions structured at Oncor,
additional debt incurrence at either EFH or EFIH, secured by EFIH's
equity interest of Oncor Electric Delivery Holdings Company LLC (Oncor
Holdings) will likely be viewed as a form of permanent leverage for Oncor,
a material credit negative. As EFH continues to migrate debt onto
the non-ring-fenced intermediate subsidiary holding company
of Oncor, we believe Oncor will increasingly be pressured to make
upstream dividend contributions to EFIH, in part to service the
secured debt obligations of EFH and EFIH, and potentially to the
detriment to its own credit quality, despite the ring-fence
type provisions.
That said, on a stand-alone basis, today's Baa1
senior secured rating for Oncor reflects the revenue and cash flow stability
associated with Oncor's T&D utility business activities.
Oncor's rating and stable rating outlook are benefited by the ring-fence
type provisions and the presence of the PUCT as its principal regulator.
But we continue to highlight EFH's potential restructuring activities
along with EFIH's and EFH's public disclosures associated
with the risks of a potential breach of the ring fence under some scenarios.
According to these public disclosures, only a bankruptcy judge can
ultimately decide the effectiveness of the ring fence provisions.
Should an event like this materialize, the ratings for Oncor could
be negatively impacted. Nevertheless, we viewed Oncor's
recent credit facility, expiring in 2016 as a strong, independent,
third-party test of the ring fence provisions by its lenders.
Although these factors continue to indicate elevated levels of event risk
at Oncor when compared to other comparable regulated T&D utility companies,
due to its parent's weak credit profile, the elevated event
risk is not sufficient to warrant a change to Oncor's rating or
rating outlook at this time.
Oncor's rating outlook could be changed to negative if EFH continues
to utilize EFIH's equity interest in Oncor Holdings, either
directly or indirectly, as part of its ongoing restructuring activities
or if EFH continues to transfer debt onto EFIH, Oncor's intermediate
parent holding company. We view the leverage at EFIH, which
utilizes Oncor's equity value as collateral, as a form of
permanent leverage for Oncor.
The ratings for EFH, its subsidiaries and individual debt instruments
are derived from the Caa2 CFR, with the exception of Oncor due to
its ring fence type provisions.
The ratings for EFH, TCEH, EFCH and EFIH's individual securities
were determined using Moody's Loss Given Default (LGD) methodology.
Based on EFH's Caa2 CFR and Caa3 PDR, and based strictly on the
priority of claims within those entities, the LGD model would suggest
a rating of Ca for EFH's and EFIH's senior secured debt securities.
EFIH's Caa3 first and second lien ratings reflect the fact that
the holders of these securities also benefit from their security interests
of Oncor Holdings equity in Oncor.
The principal methodology used in this rating was Unregulated Utilities
and Power Companies published in August 2009. Please see the Credit
Policy page on www.moodys.com for a copy of this methodology
REGULATORY DISCLOSURES
Although this credit rating has been issued in a non-EU country
which has not been recognized as endorsable at this date, this credit
rating is deemed "EU qualified by extension" and may still
be used by financial institutions for regulatory purposes until 30 April
2012. Further information on the EU endorsement status and on the
Moody's office that has issued a particular Credit Rating is available
on www.moodys.com.
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this announcement provides relevant regulatory disclosures in relation
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this announcement provides relevant regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
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James Hempstead
Senior Vice President
Infrastructure Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
William L. Hess
MD - Utilities
Infrastructure Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's changes Energy Future Holdings Corp's rating outlook to negative from stable