UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):   November 15, 2012

 

EDISON MISSION ENERGY

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

333-68630

 

95-4031807

(State or other jurisdiction of

 

(Commission file

 

(I.R.S. employer

incorporation)

 

number)

 

identification no.)

 

3 MacArthur Place, Suite 100

Santa Ana, California 92707

(Address of principal executive offices, including zip code)

 

714-513-8000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

This current report includes forward-looking statements. Edison Mission Energy (“EME”) has based these forward-looking statements on its current expectations and projections about future events based upon knowledge of facts as of the date of this current report and its assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside EME’s control. EME has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This current report should be read with EME’s Annual Report on Form 10-K for the year ended December 31, 2011 and subsequent Quarterly Reports on Form 10-Q.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 15, 2012, Edison Mission Group and Mission Energy Holding Company modified certain tax sharing agreements to provide for expiration of the agreements by their terms with respect to EME and its direct and indirect subsidiaries at the close of the tax year ending December 31, 2013.  Pursuant to the terms of the agreements as modified, unless terminated earlier or further modified or extended, EME would no longer participate in the tax allocation agreements with respect to any tax years after 2013 and consequently no longer receive tax allocation payments for tax years after 2013.

 

Discussions are ongoing among EME, Edison International, and advisors to EME’s noteholders regarding potential restructuring transactions of EME.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1. Modification No. 1 to Mission Energy Holding Company Amended and Restated Tax Allocation Agreement dated as of November 15, 2012.

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Edison Mission Energy

 

 

Date:

November 21, 2012

 

/s/ Maria Rigatti

 

 

 

MARIA RIGATTI

 

 

 

Senior Vice President and Chief Financial Officer

 

3

Exhibit 10.1

 

MODIFICATION NO. 1 TO

MISSION ENERGY HOLDING COMPANY

AMENDED AND RESTATED TAX ALLOCATION AGREEMENT

 

This Modification No. 1 (“ Modification ”) dated as of November 15, 2012, to the Mission Energy Holding Company Amended and Restated Tax Allocation Agreement (“ Agreement ”) entered into as of February 13, 2012, by and between Mission Energy Holding Company, a Delaware corporation (“ MEHC ”), Edison Mission Energy, a Delaware corporation (“ EME ”) and Capistrano Wind Holdings, Inc. a Delaware corporation (“ CWHoldCo ”) (together, the “ First Tier Subsidiaries ”), is issued by MEHC pursuant to Section 5 of the Agreement.

 

RECITALS

 

A.                                     Edison Mission Group, a California corporation (“ EMG ”), and its wholly owned subsidiaries, Edison Capital, Edison Enterprises, Edison O&M Services, MEHC and Mission Land Company entered into the Edison Mission Group and First Tier Subsidiaries Amended and Restated Tax Allocation Agreement dated as of February 13, 2012 (“ EMG Agreement ”).

 

B.                                     On November 15, EMG modified the EMG Agreement (“ EMG Agreement Modification ”).

 

C.                                     Section 5 of the Agreement provides that the Agreement is modified to the same extent and as of the same effective date as the modification of the EMG Agreement.

 

D.                                     This Modification reflects the modification deemed made under Section 5 of the Agreement as a result of the EMG Agreement Modification.

 

E.                                      Terms used and not defined herein have the meanings given them in the Agreement.

 

MODIFICATION

 

NOW, THEREFORE, the Agreement is modified to reflect the EMG Agreement Modification as follows:

 

Section 1 .                                           Modification of Section 5.   Section 5 of the Agreement is modified to add at the end thereof the following:  “Notwithstanding anything in this Agreement to the contrary, this Agreement shall expire by its terms with respect to EME and its Lower Tier Subsidiaries at the close of the tax year ending December 31, 2013, unless sooner terminated or extended with respect to EME and its Lower Tier Subsidiaries in accordance with this Agreement.  Any termination or expiration shall not relieve any person of any obligation arising under this Agreement with respect to any tax year commencing prior to the date of termination or expiration.”

 

Section 2.                                           Modification of Recital C.  Recital C is modified to add at the end thereof the following:  “On and as of November 15, 2012 EMG modified the EMG Agreement to provide that for purposes of the EMG Agreement, with respect to taxable periods ending after the year of termination or expiration of this Agreement with respect to EME, the term ‘Subsidiaries’ does not include EME or any of EME’s direct or indirect subsidiaries (‘ EMG Agreement Modification ’).”

 


 

Section 3.                                           Modification of Recital D.  Recital D is modified to add at the end thereof the following:  “To properly reflect the EMG Agreement Modification, for purposes of this Agreement, with respect to taxable periods ending after the year of termination or expiration of this Agreement with respect to EME, the terms ‘First Tier Subsidiaries’ and ‘Subsidiaries’ do not include EME, and the term ‘Subsidiaries’ does not include any of EME’s direct or indirect subsidiaries.”

 

Section 4.                                           Effective Date .  This Modification is effective as of November 15, 2012.

 

MEHC executes this Modification by its signature of its authorized officer, as of the effective date hereof.

 

 

MISSION ENERGY HOLDING COMPANY

 

 

 

/s/ Mark C. Clarke

 

 

 

 

 

Name: Mark C. Clarke, President

 

Duly Authorized Representative