EX-99.5 10 a13-14335_1ex99d5.htm EX-99.5

Exhibit 99.5

Subject to FRE 408 – Prepared at the Request of Counsel in Preparation for Settlement Negotiations Illustrative PoJo Counter Proposal MERGERS & ACQUISITIONS CAPITAL MARKETS FINANCIAL RESTRUCTURING FINANCIAL ADVISORY SERVICES HL.com May 31, 2013 Confidential

 


Illustrative PoJo Proposal Comparison Illustrative PoJo Counter Proposal CONFIDENTIAL – PREPARED AT THE REQUEST OF COUNSEL & SUBJECT TO FRE 408 MWG’s Illustrative Proposal OP Illustrative Construct Noteholders’ Illustrative Counter Proposal(1) Debt Funding . $100 million revolving credit facility provided by EME, pursuant to waterfall . $100 million revolving credit facility provided by EME . $100 million(2) delayed draw term loan funded through additional Lessor Notes in conjunction with capital expenditures at PoJo facilities Collateral . [TBD] collateral to support hedging . NA . Same collateral as existing Lessor Notes . Up to $125 million, pursuant to waterfall . Up to $415 million (structure and timing to be determined) . $100 million(3) funded into MWG as needed to maintain a minimum TBD l d h h ld Edison Mission Energy (“EME”) Equity Contribution liquidity threshold . Equity funding begins after EME term loan fully drawn and funded pro rata with OP equity contribution . Continue provide management . Reimbursement of advisor fees for the . Continue provide management Other Contributions Co t ue to p ov de a age e t services and support to MWG . Assist in environmental discussions and CPS activities . Assist MWG in achieving cost savings related to O&M, G&A and fuel related contracts e bu se e t o adv so ees o t e OPs and CHs Co t ue to p ov de a age e t services and support to MWG . Assist in environmental discussions and CPS activities . Assist MWG in achieving cost savings related to O&M, G&A and fuel related contracts fuel-. Release of any claims in respect of guarantees, such as rights of setoff and subrogation fuel-. Release of any claims in respect of guarantees, such as rights of setoff and subrogation Subject to FRE 408 – Subject to material revisions Source: MWG proposal and OP proposal ll l l ll d fl l h k l d b 1 Note: All analyses strictly illustrative in nature and in no way reflect Houlihan Lokey’s view on valuation or debt capacity (1) The Noteholders’ Illustrative Counter Proposal reflects a peak $150 million liquidity need over the 4-year projection period, which is derived, among other things, from MWG’s Illustrative Proposal, the proposed treatment of the Certificate Holders under the Noteholders’ Illustrative Counter Proposal assuming full cash interest is paid at the current coupon rate of 8.56% per annum over the entire projection period and certain operating cost savings projected by the Debtors (2) Subject to reduction for any cash consideration received from a buyer in a sale process and any reduction in MWG’s liquidity requirement but only after the EME and OP equity contributions are paid off in full (3) Subject to reduction for any cash consideration received from a buyer in a sale process and any reduction in MWG’s liquidity requirement on a pro rata basis with the OP equity contribution

 


Illustrative PoJo Proposal Comparison (cont.) Illustrative PoJo Counter Proposal CONFIDENTIAL – PREPARED AT THE REQUEST OF COUNSEL & SUBJECT TO FRE 408 MWG’s Illustrative Proposal OP Illustrative Construct Noteholders’ Illustrative Counter Proposal(1) . Seek to achieve cost savings related to . NA . Seek to achieve cost savings related to Midwest Operations O&M, G&A and fuel-related contracts . Assist in environmental discussions and CPS activities O&M, G&A and fuel-related contracts . Assist in environmental discussions and CPS activities Claims . Reassignment of intercompany note claim to . Release of intercompany note claim . MWG to release EME of all claims, Generation (“MWG”) EME including the intercompany note, lease guarantee and tax indemnity claims Administrative Rent . NA . NA . Administrative rent for the first six months of 2013 equal to $15 million Governance . NA . NA . Governance structure of reorganized MWG or any successor thereto must be reasonably acceptable to the EME Ad Hoc Noteholder Group 2 Subject to FRE 408 – Subject to material revisions Source: MWG proposal and OP proposal Note: All analyses strictly illustrative in nature and in no way reflect Houlihan Lokey’s view on valuation or debt capacity (1) The Noteholders’ Illustrative Counter Proposal reflects a peak $150 million liquidity need over the 4-year projection period, which is derived, among other things, from MWG’s Illustrative Proposal, the proposed treatment of the Certificate Holders under the Noteholders’ Illustrative Counter Proposal assuming full cash interest is paid at the current coupon rate of 8.56% per annum over the entire projection period and certain operating cost savings projected by the Debtors

 


Illustrative PoJo Proposal Comparison (cont.) Illustrative PoJo Counter Proposal CONFIDENTIAL – PREPARED AT THE REQUEST OF COUNSEL & SUBJECT TO FRE 408 MWG’s Illustrative Proposal OP Illustrative Construct Noteholders’ Illustrative Counter Proposal(1) Amortization . Extend amortization to 2025 . Extend amortization to 2021 with all . Extend amortization to 2025 with all amortization deferred through 2016(2) amortization deferred through 2016 Principal . Reduce principal balance by 15% . No principal reduction(2) . No principal reduction(3) Interest . Interest subject to PIK at MWG’s option . Interest paid in cash at 8.56%(2) . Interest paid in cash at [8.56]% . 50% of interest PIK’d at MWG’s option subject to TBD covenants Certificate Holders (“CHs”) p j Claims . Agree to reassign the intercompany note claim to EME . Agree to restructure the operative lease documents to eliminate guarantee, tax indemnity and all other claims against EME . NA . Agree to restructure the operative lease documents to eliminate guarantee, tax indemnity and all other claims against EME Lease Modifications . NA . NA . CHs to agree that regulatory improvements arising from future regulations or increased/new enforcement of existing regulations may be funded with priming first lien debt up specified amount to a dollar . Other modifications TBD Subject to FRE 408 – Subject to material revisions Source: MWG proposal and OP proposal Note: analyses strictly illustrative in nature and in no way reflect Houlihan Lokey’s valuation or capacity 3 All Lokey s view on debt (1) The Noteholders’ Illustrative Counter Proposal reflects a peak $150 million liquidity need over the 4-year projection period, which is derived, among other things, from MWG’s Illustrative Proposal, the proposed treatment of the Certificate Holders under the Noteholders’ Illustrative Counter Proposal assuming full cash interest is paid at the current coupon rate of 8.56% per annum over the entire projection period and certain operating cost savings projected by the Debtors (2) Proposal does not reflect input from the CHs (3) Contingent upon the CHs’ agreement to extend amortization. If extension is not granted, the Noteholders would seek a principal reduction commensurate with MWG’s Illustrative Proposal

 


Illustrative PoJo Proposal Comparison (cont.) Illustrative PoJo Counter Proposal CONFIDENTIAL – PREPARED AT THE REQUEST OF COUNSEL & SUBJECT TO FRE 408 MWG’s Illustrative Proposal OP Illustrative Construct Noteholders’ Illustrative Counter Proposal(1) Collateral . [TBD] collateral to support hedging . NA . NA . Up to $250 million, pursuant to waterfall . None . . $100 million(2) funded into MWG as needed to maintain a minimum TBD Equity Contribution Consent rights on use of cash contributed by EME at non-PoJo facilities liquidity threshold . Equity funding begins after EME delayed draw term loan fully drawn and funded pro rata with EME equity contribution . NA . Springing lien on MWG stock ( in the . NA Owner Participants (“OPs”) Springing Lien p g g event of a future lease default, OPs could foreclose on MWG stock) Claims . Agree to restructure the operative lease documents to eliminate guarantee, tax indemnity and all other claims against EME . Agree to restructure the operative lease documents to eliminate guarantee, tax indemnity and all other claims against EME . Agree to restructure the operative lease documents to eliminate guarantee, tax indemnity and all other claims against EME . Agree to reassign the intercompany note claim to EME . Tax indemnity agreement at the MWG level Other Contributions . NA . NA . Eliminate equity rent . NA . NA . OPs to agree that regulatory Lease Modifications improvements arising from future regulations or increased/new enforcement of existing regulations may be funded with priming first lien debt up to a specified dollar amount . Other modifications TBD 4 Subject to FRE 408 – Subject to material revisions Source: MWG proposal and OP proposal Note: All analyses strictly illustrative in nature and in no way reflect Houlihan Lokey’s view on valuation or debt capacity (1) The Noteholders’ Illustrative Counter Proposal reflects a peak $150 million liquidity need over the 4-year projection period, which is derived, among other things, from MWG’s Illustrative Proposal, the proposed treatment of the Certificate Holders under the Noteholders’ Illustrative Counter Proposal assuming full cash interest is paid at the current coupon rate of 8.56% per annum over the entire projection period and certain operating cost savings projected by the Debtors (2) Subject to reduction for any cash consideration received from a buyer in a sale process and any reduction in MWG’s liquidity requirement on a pro rata basis with the EME equity contribution