Ad Hoc Edison for Rule 2019

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al.,1 ) Case No. 12-49219 (JPC) ) Debtors. ) (Jointly Administered) )

VERIFIED STATEMENT OF AD HOC COMMITTEE OF SENIOR NOTEHOLDERS OF EDISON MISSION ENERGY PURSUANT TO BANKRUPTCY RULE 2019

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the ad hoc

committee of certain holders (the “Senior Noteholder Committee”) of the (i) 7.50% Senior Fixed

Rate Notes due 2013 (the “2013 Notes”) and 7.75% Senior Fixed Rate Notes due 2016

(the “2016 Notes”) issued pursuant to that certain Indenture by and between Edison Mission

Energy (“EME”) and Wells Fargo Bank, N.A., as trustee (in such capacity, the “Indenture

Trustee”), dated as of June 6, 2006 (as amended, modified, waived, or supplemented through the

date hereof), and (ii) 7.00% Senior Fixed Rate Notes due 2017 (the “2017 Notes”), 7.20% Senior

Fixed Rate Notes due 2019 (the “2019 Notes”), and 7.625% Senior Fixed Rate Notes due 2027

(the “2027 Notes,” and together with the 2013 Notes, 2016 Notes, 2017 Notes, and 2019 Notes,

the “Notes”) issued pursuant to that certain Indenture by and between EME and the Indenture

Trustee, dated as of May 7, 2007 (as amended, modified, waived, or supplemented through the

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, include: Edison Mission Energy (1807); Aguila Energy Company (3425); Camino Energy Company (2601); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Midwest Holdings Co. (6553); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Pleasant Valley Energy Company (3233); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy’s corporate headquarters and the Debtors’ service address is: 3 MacArthur Place, Suite 100, Santa Ana, California 92707.

Case 12-49219 Doc 282 Filed 01/16/13 Entered 01/16/13 10:36:41 Desc Main Document of 3

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date hereof), hereby submits this verified statement (the “Verified Statement”) by and through its

undersigned counsel and in support thereof states:

1. In May 2012, certain holders of the Notes contacted Ropes & Gray LLP (“Ropes &

Gray”) to represent them in connection with a potential restructuring of the above-captioned

debtors and debtors-in-possession (collectively, the “Debtors”), resulting in the formation of the

Senior Noteholder Committee. In the intervening months before the date of this Verified

Statement, certain additional holders of the Notes joined the Senior Noteholder Committee, and

other holders of Notes withdrew from the Senior Noteholder Committee. As of the date of this

Verified Statement, Ropes & Gray represents only the Senior Noteholder Committee and does

not represent or purport to represent any entities other than the Senior Noteholder Committee in

connection with the Debtors’ chapter 11 cases. In addition, the Senior Noteholder Committee

does not represent or purport to represent any other entities in connection with the Debtors’

chapter 11 cases.

2. The names and addresses of the members of the Senior Noteholder Committee as of

the date hereof are set forth on Exhibit A hereto. The members of the Senior Noteholder

Committee hold claims or manage accounts that hold claims against the Debtors arising from the

purchase of Notes in the aggregate amount of $2,371,705,000.00.

3. As reported to Ropes & Gray by each member of the Senior Noteholder Committee,

as of the date the Debtors filed their chapter 11 cases, the members of the Senior Noteholder

Committee held or managed accounts that held in the aggregate the disclosable economic

interests set forth on Exhibit B.

4. Nothing contained in this Verified Statement (or Exhibits A or B hereto) should be

construed as a limitation upon, or waiver of, any Senior Noteholder Committee member’s rights


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to assert, file and/or amend its claims in accordance with applicable law and any orders entered

in these cases.

5. Ropes & Gray reserves the right to amend or supplement this Verified Statement.

Dated: January 16, 2013 Chicago, Illinois /s/ Stephen Moeller-Sally

ROPES & GRAY LLP Keith H. Wofford, Esq. (pro hac vice pending) 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 E-mail: [email protected]

-AND-

ROPES & GRAY LLP Stephen Moeller-Sally (pro hac vice) Patricia I. Chen (pro hac vice pending) Matthew F. Burrows (pro hac vice) Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Telephone: (617) 951-7000 Facsimile: (617) 951-7050 E-mail: [email protected] [email protected] [email protected]

-AND-

Meghan J. Dolan, Esq. 111 South Wacker Drive, 46th Floor Chicago, IL 60606 Telephone: (312) 845-1200 Facsimile: (312) 845-5500

E-mail: [email protected]

Attorneys for the Senior Noteholder Committee


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EXHIBIT A

Case 12-49219 Doc 282-1 Filed 01/16/13 Entered 01/16/13 10:36:41 Desc Exhibit A Page 1 of 3

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NAME ADDRESS

Alden Global Capital 885 Third Avenue, 34th Floor New York, NY 10022

Arrowgrass Capital Partners LLP 1330 Avenue of the Americas 32nd Floor New York, NY 10019

Avenue Capital Group LLC 399 Park Avenue, 6th Floor New York, NY 10022

Barclays Capital Inc. 200 Park Avenue New York, NY 10166

BlueMountain Capital Management, LLC 280 Park Avenue #5E New York, NY 10017

Brigade Capital Management, LLC 399 Park Avenue, 16th Floor New York, NY 10022

Canyon Capital Advisors, LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067

Citi Capital Advisors 399 Park Avenue, 7th Floor New York, NY 10022

Claren Road Asset Management, LLC 900 3rd Avenue #29 New York, NY 10022

Credit Value Partners, LP 777 Third Ave., Suite 19A New York, NY 10017

Cincinnati High Yield Group of J.P. Morgan Investment Management Inc.

8044 Montgomery Road, Suite 555 Cincinnati, OH 45236

Jefferies High Yield Trading, LLC 1 Station Place Stamford, CT 06902

Litespeed Partners, L.P. 237 Park Avenue, Suite 900 New York, NY 10017

Metropolitan West Asset Management, LLC 865 S. Figueroa Street Los Angeles, CA 90017

Neuberger Berman Fixed Income LLC 190 South LaSalle Street Suite 2400 Chicago, IL 60603

Nomura Corporate Research and Asset Management

2 World Financial Center, Building B 18th Floor New York, NY 10281

OZ Management LP (on behalf of certain of its investment funds)

9 West 57th Street, 39th Floor New York, NY 10019

P. Schoenfeld Asset Management LP 1350 Avenue of the Americas, 21st Floor New York, NY 10019

Perry Capital 757 Fifth Avenue, #20 New York, NY 10153

River Birch Capital, LLC 1114 Avenue of the Americas 41st Floor


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NAME ADDRESS

New York, NY 10036 Strategic Value Master Fund, Ltd. 100 West Putnam Ave.

Greenwich, CT 06830 Strategic Value Special Situations II, L.P. 100 West Putnam Ave.

Greenwich, CT 06830 Strategic Value Special Situations Feeder Fund II-A, Ltd.

100 West Putnam Ave. Greenwich, CT 06830

TCW Asset Management Company 865 S. Figueroa Street Los Angeles, CA 90017

TCW Investment Management Company

865 S. Figueroa Street Los Angeles, CA 90017

The Distressed Debt Trading Desk of Citigroup Global Markets Inc.

1615 Brett Road New Castle. DE 19720

Visium Asset Management, L.P. 888 Seventh Avenue 22nd Floor New York, NY 10019

Whitebox Advisors, LLC 3033 Excelsior Boulevard Minneapolis, MN 55416

York Capital Management LP 767 Fifth Avenue, 17th Floor New York, NY 10153


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EXHIBIT B

Case 12-49219 Doc 282-2 Filed 01/16/13 Entered 01/16/13 10:36:41 Desc Exhibit B Page 1 of 2

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NATURE OF DISCLOSABLE ECONOMIC INTEREST

AMOUNT

2013 Notes $169,041,000.00 2016 Notes $268,598,000.00 2017 Notes $926,548,000.00 2019 Notes $507,581,000.00 2027 Notes $499,937,000.00 Midwest Generation, LLC 8.56% Series B Pass-Through Certificates (“PTCs”)

$14,100,000.00

Net Long CDS Notes $80,028,350.00 Net Short CDS Notes $40,800,000.00 Short PTCs $14,094,000.00

Case 12-49219 Doc 282-2 Filed 01/16/13 Entered 01/16/13 10:36:41 Desc Exhibit B Page 2 of 2

Ad Hoc Edison for Rule 2019

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