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Subject:Enron Exits Portland General (Again)
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Date:Mon, 8 Oct 2001 09:33:45 -0700 (PDT)


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October 8, 2001=20


Enron Exits Portland General (Again)=20



By Jon T. Brock
Director, Strategic and Competitive Intelligence=20


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[News item from PR Newswire] Enron Corp. (NYSE: ENE) announced today that i=
t has entered into an agreement with Northwest Natural Gas Company (NYSE: N=
WN) for the sale of Enron's wholly owned electric utility subsidiary, Portl=
and General Electric. The proposed transaction, which is subject to customa=
ry regulatory approvals, is expected to close by the fourth quarter of 2002=
.=20

Analysis: Enron is attempting to sell Portland General again, this time to =
Northwest Natural Gas Company (NW Natural). Enron attempted to sell Portlan=
d General to Sierra Pacific in November of 1999. However, that sale did not=
complete apparently due to a delay in Nevada deregulation. Let's take a st=
ep back and look at the history of Enron's dance with Portland General.=20

Enron originally confirmed that its "merger" with Portland General had clos=
ed effective July 1, 1997, approximately one year after it was announced. T=
he $3-billion combination created an enterprise with a market value of appr=
oximately $12 billion. Enron issued 50.5 million new common shares to share=
holders of Portland General, consolidated Portland General's debt of $1.1 b=
illion and accounted for the transaction on a purchase accounting basis.=20

The acquisition linked Enron and Portland General, a successful, low-cost e=
lectric utility operating in the fast-growing Pacific Northwest region. Wit=
h ownership of approximately 5,000 megawatts of generating capacity and mor=
e than 38,000 miles of natural-gas pipeline worldwide in 1997, the combined=
company aimed to provide integrated energy solutions for wholesale and ret=
ail natural gas and electricity customers in North America and internationa=
lly. At least that was the plan.=20

Enron also did an acquisition of a telecommunications firm based in Portlan=
d, Ore. that had links to Portland General. On Nov. 17, 1997, Enron announc=
ed the acquisition of OPTEC Inc., a Portland, Ore.-based provider of data c=
ommunications integration and services. The acquisition was handled through=
FirstPoint, Enron's telecommunications unit at the time. It was originally=
part of Portland General. FirstPoint had announced in September 1997 an ag=
reement with the Williams Communications Group unit of The Williams Cos. (W=
illiams) and Montana Power's Touch America, to build a fiber optic network =
from Portland to Los Angeles.=20

For those of us covering the energy industry, you will recall that 1997 was=
a period of energy "convergence." Utilities were expanding into telecommun=
ications at a head-spinning rate and oil and gas companies were busy doing =
"strategic acquisitions."=20

Williams had agreed to acquire Mapco Inc. for about $2.46 billion in stock =
and the assumption of about $1 billion in Mapco debt in November 1997. Also=
announced in the same month was Sonat Inc., known for its pipelines, agree=
ing to acquire closely held exploration and production concern Zilkha Energ=
y Co. for $1.04 billion in stock. In June 1997, NGC Corp. announced that it=
had closed an acquisition of Destec Energy, Inc., a leading independent po=
wer producer, and had closed on the related sale of most of Destec's intern=
ational projects and operations to AES Corp. for $407 million, subject to c=
ertain adjustments. The net cost of the assets to be retained by NGC, origi=
nally expected to be approximately $400 million, had been estimated to be i=
n the range of $300 to $325 million, after the sale of certain non-strategi=
c assets. Also occurring in June of 1997 was Duke Power Co. and Houston-bas=
ed PanEnergy Corp. linking up in a "merger" that took approximately seven m=
onths to complete. Under terms of the agreement, shares of PanEnergy stock =
would be converted to 1.0444 shares of Duke Energy stock. Duke Energy would=
adopt Duke Power's present common stock dividend payment of $2.12 per shar=
e.=20

So Enron was not alone in the "merger-mania" field of energy companies expa=
nding their balance sheet with strategic assets. Two years later however, E=
nron decided to exit Portland General. Enron had decided to sell Portland G=
eneral to Sierra Pacific. With the announced sale, Kenneth Lay, Enron Corp.=
chairman and CEO said, "The rapidly evolving competitive electricity marke=
t allows us to deliver commodity services and risk management products to o=
ur customers without requiring the ownership of a regulated electric utilit=
y." Jeff Skilling, then Enron's president and COO, also chimed in by saying=
, "In general, we would say that Portland General is not as strategic as it=
was before-when it had a strong wholesale business that we could integrate=
with our nationwide wholesale business."=20

In the two years following the $3-billion purchase of Portland General, Enr=
on found operating a strictly regulated electric utility to be frustrating.=
Oregon regulators approved the acquisition only after Enron agreed to cut =
power rates by $141 million, more than double what the company had proposed=
. Oregon regulators also rejected plans to sell Portland General's 14 power=
plants-playing havoc with Enron's asset management strategy.=20

Nevada-based Sierra Pacific Resources agreed to buy Portland General in Nov=
ember 1999. It was to pay $2.1 billion, including $2.02 billion in cash. It=
also was to assume about $1 billion in debt and preferred stock. The deal =
was officially called off in April of this year although it had been consid=
ered dead months before. Sierra Pacific planned to sell some of its Nevada =
assets to raise cash for the deal, but Nevada's move to electricity deregul=
ation was delayed, and Sierra couldn't carry out the sales.=20

Enron begins to look for another buyer and has found Northwest Natural Gas =
Company. According to Enron, under terms of the agreement, Northwest will p=
urchase Portland General from Enron for $1.875 billion. This is comprised o=
f $1.55 billion in cash, $200 million in Northwest preferred stock, $50 mil=
lion in Northwest common stock, and the assumption of Enron's $75-million b=
alance on its customer benefits obligation, which was stipulated in its 199=
6 agreement to purchase Portland General. In addition to the purchase price=
, Northwest will assume approximately $1.1 billion in Portland General debt=
and preferred stock.=20

According to Moody's this morning, Northwest plans to form a holding compan=
y (HoldCo) that will become the parent of Northwest Natural and Portland Ge=
neral. HoldCo plans to finance this transaction with a combination of about=
$1.5 billion of bank borrowings, about $250 million of common stock and FE=
LINE PRIDES (a mandatory convertible hybrid security) to be sold to Enron, =
and about $150 million of common stock to be sold to the public. Consummati=
on of this transaction is contingent upon numerous regulatory approvals, wh=
ich are expected to take from nine to twelve months.=20

Northwest principally is engaged in the distribution of natural gas. The Or=
egon Public Utility Commission has allocated to Northwest, as its exclusive=
service area, a major portion of western Oregon, including the Portland me=
tropolitan area, most of the Willamette Valley and the coastal area from As=
toria to Coos Bay. Northwest also holds certificates from the Washington Ut=
ilities and Transportation Commission granting it exclusive rights to serve=
portions of three Washington counties bordering the Columbia River. Gas se=
rvice is provided in 96 cities, together with neighboring communities, in 1=
7 Oregon counties, and in nine cities, together with neighboring communitie=
s, in three Washington counties. They serve more than 525,000 customers in =
northwest Oregon and southwest Washington. Portland General currently serve=
s 730,000 customers and owns 2,015 megawatts of electric generation, split =
evenly between hydro, coal and natural gas.=20

So is energy convergence over? Absolutely not! Northwest is obviously movin=
g into power with this purchase of Portland General from Enron. And it is a=
good move for them. They are obviously the local favorite, have an establi=
shed network in the states of Oregon and Washington, and already have commo=
dity delivery experience in the natural-gas arena. As far as I can tell, th=
ere are no "strings attached" to deregulation of Oregon in order for this d=
eal to go through like in the Sierra Pacific deal. Let's see if Enron can f=
inally sell its regulated electric utility asset. It's been trying since 19=
99.=20


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We encourage our readers to contact us with their comments. We look forward=
to hearing from you. Nancy Spring <mailto:nspring@scientech.com<

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ng-standing reputation as an expert on energy issues.=20



Copyright 2001. SCIENTECH, Inc. All rights reserved.



An archive list of previous IssueAlerts is available at
www.scientech.com <http://secure.scientech.com/issuealert/<;=20


We encourage our readers to contact us with their comments. We look forward=
to hearing from you. Nancy Spring <mailto:nspring@scientech.com<

Reach thousands of utility analysts and decision makers every day. Your com=
pany can schedule a sponsorship of IssueAlert by contacting Jane Pelz <mai=
lto:jpelz@scientech.com<. Advertising opportunities are also available on o=
ur Website.=20
SCIENTECH is pleased to provide you with your free, daily IssueAlert. Let u=
s know if we can help you with in-depth analyses or any other SCIENTECH inf=
ormation products. If you would like to refer a colleague to receive our fr=
ee, daily IssueAlerts, please reply to this e-mail and include their full n=
ame and e-mail address or register directly on our site.=20

If you no longer wish to receive this daily e-mail, and you are currently a=
registered subscriber to IssueAlert via SCIENTECH's website, please visit =
<http://secure.scientech.com/account/<; to unsubscribe. Otherwise, please se=
nd an e-mail to to IssueAlert <mailto:IssueAlert@scientech.com<, with "Dele=
te IA Subscription" in the subject line.=20
SCIENTECH's IssueAlerts(SM) are compiled based on the independent analysis =
of SCIENTECH consultants. The opinions expressed in SCIENTECH's IssueAlerts=
are not intended to predict financial performance of companies discussed, =
or to be the basis for investment decisions of any kind. SCIENTECH's sole p=
urpose in publishing its IssueAlerts is to offer an independent perspective=
regarding the key events occurring in the energy industry, based on its lo=
ng-standing reputation as an expert on energy issues.=20



Copyright 2001. SCIENTECH, Inc. All rights reserved.

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