RE: Legal Support for Asset Dispositions

Coordination is a major problem at Enron. You are asking all the right questions. Mark

-----Original Message-----
From: Mintz, Jordan
Sent: Monday, November 19, 2001 6:01 PM
To: Haedicke, Mark E.
Subject: FW: Legal Support for Asset Dispositions

FYI; let me know if you have any thoughts about my approach below. I met with Jeff Golden earlier today and he suggested that such a "matrix" was being prepared and should be ready for distribution early next week. It amazes me that we don't have all of this in a nice, neat little package. I will push hard to make sure this gets put together.

Jordan

-----Original Message-----
From: Metts, Mark
Sent: Monday, November 19, 2001 3:57 PM
To: Mintz, Jordan
Subject: RE: Legal Support for Asset Dispositions

Good luck on the forms of documents. I tried to implement this for two years, but I couldn't get anyone in the legal department to take it on, nor could I get buy-in from the satellite corporate development groups. I sincerely hope you are successful, although it may fall into the category of too little, too late....

Take care,
Mark

-----Original Message-----
From: Mintz, Jordan
Sent: Monday, November 19, 2001 3:47 PM
To: Koogler, David; Puchot, Paul; Stoler, Lou; Rogers, Daniel R.
Cc: Muller, Mark S.; Donahue, Jeff; Taylor, Mitch; Detmering, Timothy J.; Metts, Mark; Golden, Jeff; Schuler, Lance (Legal); Williams, Jimmie; Wadlington, Mark; Ginty, James
Subject: Legal Support for Asset Dispositions

Some of what follows may be old news or otherwise outdated, but as I try to get up the learning curve w/r/t our efforts regarding asset dispositions, I thought it may be helpful to summarize some items that I would think could be extremely helpful in the organization of our commercial and legal actions. I recognize that there is no "one template fits all"; nevertheless, it would be extremely helpful if we already have or are otherwise organizing the following:

(1) Forms of CAs, LOUs/MOUs, PSA Agreements, and other relevant M&A docs;
(2) Matrix-type organization for every asset/business/investment that is "for sale" providing for the following:
(a) Asset description and location;
(b) Ownership of asset, including ownership schematics;
© Book value of asset; estimated market value--and support for such; relevant financial information;
(d) Likely purchasers;
(e) Restrictions on transferability, including tax issues, consents, regulatory approvals, financings, etc.
(f) Lead commercial contact;
(g) In-house legal support, accounting support, tax support;
(h) Outside counsel (U.S. and local, where appropriate);
(i) Outside advisors (investment bank, etc) and their counsel;
(j) Status report and likely (realistic) timeframe; and
(k) Other

If any of you can advise me whether we already have these items in place or, if not, your suggestions in this regard, I would very much appreciate it.

Jordan