TXU Buyout

TXU Corp (TXU)
$45B Buyout

Summary

Largest ever going private transaction

Buyout led by KKR and Texas Pacific Group
$69.25 per TXU share; $45B enterprise value
No financing conditions
50 day go shop period
TXUnews - stock chart

Announced 2.26.07

Closed 10.10.07

Developments

KKR's publicly-traded vehicle to co-invest 3.01.07
Form 10-K filed late 3.02.07
$1.5B credit agreement 3.05.07
SEC brings insider trading charges 3.05.07

Otains emergency asset freeze against
"unknown purchasers" of TXU call options
Options were bought prior to announcement
Litigation release 3.02.07
Complaint
Also see Insider Trading Liability

TXU provides update on go shop process

Press release 4.02.07

Manager talking points 4.04.07
TXU delays annual meeting 4.05.07

Club Deal

Group led by

KKR
Texas Pacific Group
Goldman Sachs

Group also includes

GS Capital Partners
Lehman Brothers
Citigroup
Morgan Stanley
KKR Private Equity Investors

Advisors

Financial

TXU : Credit Suisse / Lazard
Sponsora: Citigroup / Goldman Sachs / JP Morgan /
Lehman Brothers / Morgan Stanley

Legal

TXU : Sullivan & Cromwell / Cravath
Sponsors: Simpson Thacher / Vinson & Elkins /
Covington & Burling / Hunton & Williams / Stroock & Stroock

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Closing; Effective Time

1.1 The Merger
1.2 Closing
1.3 Effective Time

Article II Certificate of Formation and Bylaws of the
Surviving Corporation

2.1 The Certificate of Formation
2.2 The Bylaws

Article III Directors and Officers of the Surviving
Corporation

3.1 Directors
3.2 Officers

Article IV Effect on Capital Stock; Exchange of Certificates

4.1 Effect on Capital Stock
4.2 Exchange of Certificates
4.3 Treatment of Stock Plans
4.4 Adjustments to Prevent Dilution
4.5 Treatment of the Convertible Notes

Article V Representations and Warranties

5.1 Company

(a) Organization, Good Standing and Qualification
(b) Capital Structure
(c) Corporate Authority; Approval and Fairness
(d) Governmental Filings; No Violations; Certain Contracts
(e) Company Reports; Financial Statements
(f) Absence of Certain Changes
(g) Litigation and Liabilities
(h) Employee Benefits
(i) Compliance with Laws; Licenses
(j) Takeover Statutes
(k) Environmental Matters
(l) Taxes
(m) Labor Matters
(n) Intellectual Property
(o) Insurance
(p) Regulatory Matters
(q) Derivative Products
(r) Brokers and Finders
(s) Real Property
(t) Company Material Contracts

5.2 Parent and Merger Sub

(a) Organization, Good Standing and Qualification
(b) Corporate Authority
(c) Governmental Filings; No Violations; Etc
(d) Litigation
(e) Financing
(f) Capitalization of Merger Sub
(g) Parents ERCOT Generation
(h) Foreign Ownership, Control or Influence
(i) Brokers
(j) Solvency
(k) Guarantee
(l) Absence of Certain Agreements

Article VI Covenants

6.1 Interim Operations
6.2 Acquisition Proposals
6.3 Proxy Statement
6.4 Shareholders Meeting
6.5 Filings; Other Actions; Notification
6.6 Access and Reports
6.7 Stock Exchange De-listing
6.8 Publicity
6.9 Employee Benefits
6.10 Expenses
6.11 Indemnification; Directors and Officers Insurance
6.13 Convertible Senior Notes
6.14 Takeover Statutes
6.14 Parent Vote
6.15 Financing
6.16 Treatment of Certain Notes
6.17 Termination of Certain Other Indebtedness
6.18 Existing Hedging Arrangements
6.19 Section 16(b)
6.20 Resignation of Directors
6.21 Notice of Current Events

Article VII Conditions

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination By Mutual Consent
8.2 Termination By Either Parent or the Company
8.3 Termination By the Company
8.4 Termination By Parent
8.5 Effect of Termination and Abandonment

Article IX Miscellaneous and General

9.1 Survival
9.2 Modification or Amendment
9.3 Waiver of Conditions
9.4 Counterparts
9.5 Governing Law and Venue; Waiver of Jury Trial
9.6 Notices
9.7 Entire Agreement
9.8 No Third Party Beneficiaries
9.9 Obligations of Parent and of the Company
9.10 Remedies
9.11 Transfer Taxes
9.12 Definitions
9.13 Severability
9.14 Interpretation; Construction
9.15 Assignment

Proxy Solicitation

Definitive proxy statement 7.25.07

Table of contents

Preliminary proxy statement 6.14.07

Table of contents

Financing

Schedule 13D

Amendment #1 8.30.07
Filing 7.24.07

Deal Protection

No shop covenant

Merger agreement §6.2

Proxy statement disclosure

Break-up fee

$375mm

Merger agreement §8.5

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 6.5
Proxy statement disclosure

Fairness Opinion

Credit Suisse fairness opinion

Proxy statement disclosure

Lazard Freres fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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