Enron Mail

From:steve.duffy@enron.com
To:dana.gibbs@enron.com, lori.maddox@enron.com, stanley.horton@enron.com
Subject:Phoenix/Equilon Deal; CONFIDENTIAL ATTORNEY/CLIENT COMMUNICATION
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Date:Tue, 11 Jul 2000 06:47:00 -0700 (PDT)

Cc: joe.richards@enron.com, rbaird@velaw.com, susan.ralph@enron.com
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Joe R. will be sending out something in greater detail shortly, but it
appears that Equilon's management would like to pursue a deal with us on an
exclusive basis and that this decision is being forwarded to the Equilon
Board for approval. If this acquisition goes forward, we will need to get
organized---in the near term---on a number of logistical/due diligence tasks,
but one thing we should start thinking about now is the "disclosure" issue.

If the Equilon Board gives the go-ahead for Equilon to pursue this
transaction , Equilon will probably want to sign a memorandum of
understanding with us, and this may put us in a "disclosure" posture because
at that point, we would be looking at a $65 million deal (approx.) with a
closure probability of no less than 20% (in my judgment, based upon our past
dealings with these people). Even without a signed document, the
"size/probability" test would still be an issue for us to deal with.
Everyone should be thinking about this issue as we await word from Equilon's
Board. Thanks. SWD