TXU Corp. Launches Cash Tender Offers and Related Consent Solicitations for $2.3 Billion of Outstanding Debt Securities

DALLAS, Sept. 25 /PRNewswire-FirstCall/ -- TXU Corp. announced today that it has commenced cash tender offers for an aggregate of approximately $2.3 billion of outstanding unsecured debt securities issued by TXU Corp. or its subsidiary Texas Competitive Electric Holdings Company LLC ("TCEH"), which we refer to collectively as the "Notes". TCEH is the holding company for TXU Corp.'s competitive businesses, Luminant and TXU Energy, and was formerly known as TXU Energy Company LLC. The Notes that are the subject of the tender offers are listed above, and more details about the Notes are provided in Table 1 below.

The tender offer for each series of Notes is being conducted concurrently with a related consent solicitation to amend the terms of such Notes and the indentures and officer's certificates pursuant to which the Notes were issued. The tender offers and consent solicitations are being conducted in connection with the proposed merger of TXU Corp. with Texas Energy Future Merger Sub Corp., a wholly-owned subsidiary of Texas Energy Future Holdings Limited Partnership (the "Merger").

Holders who wish to receive the Total Consideration referred to below must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on October 5, 2007, unless extended or earlier terminated by TXU Corp. in its sole discretion (the "Consent Payment Deadline"). The tender offer for each series of Notes will expire at midnight, New York City time, on October 23, 2007, unless extended or earlier terminated by TXU Corp. in its sole discretion (the "Offer Expiration Date"). The completion of the tender offers and consent solicitations is not a condition to completion of the Merger, but the completion of the Merger is a condition, among others, to TXU Corp.'s obligation to accept and pay for the Notes pursuant to the tender offers and consent solicitations.

Holders tendering their Notes will be required to consent to proposed amendments (the "Proposed Amendments") which would, among other things, eliminate certain covenants contained in the indentures and officer's certificates relating to the Notes and in the Notes themselves, eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including certain provisions relating to satisfaction and discharge, contained in such indentures, the officer's certificates and the Notes. Holders may not tender their Notes without also delivering consents and may not deliver consents without also tendering their Notes.

The Total Consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the applicable tender offer is the price (calculated as described in the Offer to Purchase referred to below) equal to (i) the sum of (a) the present value of $1,000, determined in accordance with standard market practice, on the Scheduled Initial Payment Date (as defined below) on the applicable maturity date for the Notes plus (b) the present value on the Scheduled Initial Payment Date of the interest that would be payable on, or accrue from, the last interest payment date prior to such Scheduled Initial Payment Date until the applicable maturity date for the Notes, in each case determined on the basis of a yield to such maturity date equal to the sum of (A) the yield to maturity on the applicable U.S. Treasury Security specified in Table 1 below, as calculated by the dealer managers for the tender offers, in accordance with standard market practice, based on the bid-side price of such reference security as of 2:00 p.m., New York City time, on October 9, 2007, unless modified by TXU Corp. in its sole discretion, as displayed on the page of the Bloomberg Government Pricing Monitor specified in Table 1 below or any recognized quotation source selected by the dealer managers in their sole discretion if the Bloomberg Government Pricing Monitor is not available or is manifestly erroneous plus (B) the Applicable Spread as shown in the Table 1, minus (ii) accrued and unpaid interest on such Notes from the last interest payment date prior to the Scheduled Initial Payment Date to, but not including, the Scheduled Initial Payment Date (in each case, the "Total Consideration").

The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of Notes (the "Consent Payment"), payable in respect of Notes validly tendered and not validly withdrawn and as to which consents to the Proposed Amendments are delivered at or prior to the Consent Payment Deadline, subject to the terms and conditions of the tender offers and consent solicitations. Holders of the Notes must validly tender and not validly withdraw Notes at or prior to the Consent Payment Deadline in order to be eligible to receive the applicable Total Consideration (which includes the Consent Payment) for those Notes purchased in the tender offers; these holders will be entitled to receive the Total Consideration, plus accrued and unpaid interest, if those Notes are accepted for payment (the date of such payment, the "Initial Payment Date"), to, but not including, the Initial Payment Date. Holders who validly tender their Notes after the Consent Payment Deadline and at or prior to the Offer Expiration Date will be eligible to receive an amount, paid in cash, equal to the applicable Total Consideration less the Consent Payment (in each case, the "Tender Offer Consideration"), plus accrued and unpaid interest, if those Notes are accepted for payment (the date of such payment, which is expected to occur promptly following the Offer Expiration Date, the "Final Payment Date"), to, but not including, the Final Payment Date (each of the Initial Payment Date and the Final Payment Date are referred to as a "Payment Date").

The Initial Payment Date with respect to each tender offer is expected to be the first business day following the price determination date on which all conditions to that tender offer have been satisfied or waived. The Scheduled Initial Payment Date is October 10, 2007, unless extended by the Company (the "Scheduled Initial Payment Date"). The Scheduled Initial Payment Date is a date established to facilitate calculating the Total Consideration and the Tender Offer Consideration and such Scheduled Initial Payment Date may be on or before the actual Initial Payment Date. No assurance can be given that that the Requisite Consents Condition, the Merger Condition and the General Conditions (each as defined in the Offer to Purchase) will have been satisfied on or prior to October 10, 2007. The Final Payment Date with respect to each tender offer is expected to occur promptly after the Offer Expiration Date, assuming all conditions to such tender offer have been satisfied or waived.

Table 1 provides additional details about the Notes and summarizes the material pricing terms of the tender offers for the Notes.

Table 1: Details Regarding the Notes; Material Pricing Terms of Tender Offers

Princ- Consent ipal Payment Amount (Per Outst- Refer- $1,000 anding Appli- ence Bloom- Princ- CUSIP ($ Maturity cable Secu- berg ipal No. millions) Issuer Security Date Spread rity Page Amount) 4.625% 6.125% U.S. Senior Treasury Notes Note due 37.5 due 90210VAD0 250 TCEH 2008 3/15/08 bps 2/29/08 BBT3 $30 4.80% 4.625% Series O U.S. Senior Treasury Notes Note TXU due 25 due 873168AJ7 1,000 Corp. 2009 11/15/09 bps 11/15/09 BBT5 $30 3.875% 7.000% U.S. Senior Treasury Notes Note due 50 due 90210VAB4 1,000 TCEH 2013 3/15/13 bps 2/15/13 BBT6 $30

Each tender offer and consent solicitation is being made independently of the other tender offers and consent solicitations. TXU Corp. reserves the right to terminate, withdraw or amend each tender offer and consent solicitation independently of the other tender offers and consent solicitations at any time and from time to time.

The tender offers and consent solicitations relating to the Notes are made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 25, 2007 (the "Offer to Purchase"), and the related Consent and Letter of Transmittal. The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including receipt of consents sufficient to approve the Proposed Amendments and the Merger having occurred, or the Merger occurring substantially concurrent with the Offer Expiration Date. Further details about the terms and conditions of the tender offers and the consent solicitations are set forth in the Offer to Purchase.

TXU Corp. has retained Goldman, Sachs & Co. and Banc of America Securities LLC to act as the dealer managers for the tender offers and solicitation agents for the consent solicitations. Goldman, Sachs & Co. may be contacted at (212) 357-0775 (collect) or (877) 686-5059 (toll-free) and Banc of America Securities LLC may be contacted at (704) 388-9217 (collect) and (888) 292-0070 (toll-free). The Offer to Purchase and other documents relating to the tender offers and consent solicitations are expected to be distributed to holders beginning today. Requests for documentation may be directed to Global Bondholder Services Corporation, the Information Agent, which can be contacted at (212) 430-3774 (for banks and brokers only) or (866) 804-2200 (for all others toll-free).

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to buy the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase, that are being distributed to holders of the Notes. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations will be deemed to be made on behalf of TXU Corp. by one or more of the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About TXU Corp.

TXU Corp., a Dallas-based energy holding company, has a portfolio of competitive and regulated energy subsidiaries, primarily in Texas, including TXU Energy, Luminant and Oncor. TXU Energy is a competitive retailer that provides electricity and related services to 2.1 million electricity customers in Texas. Luminant is a competitive power generation business, including mining, wholesale marketing and trading, construction and development operations. Luminant has over 18,300 MW of generation capacity in Texas, including 2,300 MW of nuclear and 5,800 MW of coal-fueled generation capacity. Luminant is also the largest purchaser of wind-generated electricity in Texas and fifth largest in the United States. Oncor is a regulated electric distribution and transmission business that uses superior asset management skills to provide reliable electricity delivery to consumers. Oncor operates the largest distribution and transmission system in Texas, providing power to three million electric delivery points over more than 101,000 miles of distribution and 14,000 miles of transmission lines.