Enron Mail

From:a..hughes@enron.com
To:stanley.horton@enron.com, jeff.donahue@enron.com
Subject:Potential Deal
Cc:
Bcc:
Date:Tue, 27 Nov 2001 06:22:40 -0800 (PST)

Stan/Jeff:

I have been contacted by a number of close friends/business contacts that w=
ant to put together a deal to buy a number of our smaller assets, primarily=
the power assets. The strategy they have in mind is simple. They want to=
offer us a lightning quick sale of a package of small non-core assets that=
together would be a material deal that could be announced and help stabili=
se our situation. They would then be able to manage in a more orderly mann=
er either the sale or continued operation of the assets and hopefully reali=
se a premium over what they pay us. They have power and energy industry ex=
perience. In the interest of full disclosure, they asked me to participate=
in the deal, but I have said that probably makes a negotiated deal unlikel=
y given the related party concerns. I indicated if they want to do a deal,=
they will have to leave me out of it. They have indicated a willingness to=
conduct due diligence over ten days, sign an agreement and announce the de=
al and then close by end of the year, but only if we can begin immediately.=
They are assuming we would put a priority on both announcing and funding =
a deal quickly. They are willing to structure around issues to meet this o=
bjective.

I intend to meet with these guys and make my own judgement as to the legiti=
macy of the proposal. I think they are considering a transaction of betwee=
n 100 - 200 million. It would probably involve a half dozen or so assets. =
Not a huge deal, but it would efficiently get rid of some cats and dogs. =
It probably qualifies as a "fire sale", but might make sense anyway.

Your thoughts?

Jim