RegAlert2004-09-13
Added · Updated
SEC Division of Corporation Finance no-action letter: TXU Corporation
The staff of the Division of Corporation Finance will not recommend enforcement action against TXU Corporation under Rules 13e-4(d)(1), 13e-4(f)(1)(ii), and 14e-1(b) if its tender offers for Subject Securities utilize a specific pricing mechanism. This mechanism calculates the offer price based on the volume-weighted average trading price of TXU common stock during an averaging period of at least ten days, multiplied by a fixed factor plus a fixed dollar amount, subject to disclosed minimum and maximum prices. TXU must disclose the formula, provide a toll-free number for representative price inquiries, and announce the final offer price via press release and Schedule TO amendment at least two trading days prior to the offers' expiration.
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Securities Exchange Act of 1934 Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b)
September 13, 2004
Via facsimile and US mail
Richard Y. Roberts, Esq. Thelen Reid and Priest LLP 701 Pennsylvania Avenue, N.W., Suite 800 Washington, DC 20004-2608
Re:
TXU Corporation Request for no-action relief under Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b)
Dear Mr. Roberts,
We are responding to your letter dated September 13, 2004 to Brian V. Breheny and Nicholas P. Panos, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.
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