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Enron Mail |
Mesquite has an internal approval process which cannot be completed until
late this week or early next. We have slowed our approval process to parallel theirs. We will sign doc's when we have both received all necessary internal approvals. Signing is now expected to be early next week. In addition we have resolved the two minor commercial issues mentioned in last update. The final price has been adjusted slightly - impact on transaction value is minimal. See the attached excel spreadsheet for the new Annex 1.02 numbers for the Mesquite swaps (also the assumed closing date has been moved to 27-Dec). The Merlin issue has been resolved with an indemnity from ENA in the unlikely event El Paso must pay a make whole premium on the refinancing of Merlin's $30mm participation (maximum exposure approx. $675k). One additional issue has arisen concerning a consent right by the Bayonne minority partners in the event the Managing Venturer is no longer an Enron affiliate. This consent right was granted at the time of the McNair acquisition and was not part of the primary project documents. This right was not recognized in V&E's initial review of consent requirements for this transaction. Of the three minority partners, Mission will be acquired in the next few days by ECP and ECP is in final negotiations to acquire Calpine's interest by year end. Consent from the remaining partner, ANP, is not expected to be a problem. This or some other work around will be added as a condition precedent to closing. While we still expect to close by year end this new development adds an unwelcome uncertainty to our process. We will recirculate the DASH, adjusted as necessary for these changes, as soon as practical.
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