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Enron Mail |
I'm checking with Steve.
Thanks, Kay "Campbell, Carolyn" <CCampbell@KSLAW.com< on 04/04/2001 05:58:50 PM To: "'kay.mann@enron.com'" <kay.mann@enron.com< cc: "Keffer, John" <JKeffer@KSLAW.com< Subject: New Proposal by Delta on HSR Fee Split Kay: I advised Greg Lang that Enron had approved our tentative proposal on splitting the HSR fee, with Enron bearing a maximum of $25k. Bill Blumenthal (our HSR expert) has now spoken with Dave Burns (Paul Hastings' HSR expert), and Bill reports back that Mr. Burns now agrees that there is exposure to an HSR filing requirement upon exercise of the put/call. Apparently, Mr. Burns had not previously focused on the transfer of the remaining 20% interest in the LLC pursuant to the put/call in his analysis. They also agree that the filing fee will be determined by the fair market value of the assets in the LLC at that time. Greg Lang called after his report from his HSR expert and now proposes the following alternatives: 1. Straight-up 50/50 split of fees (with no $25k maximum on Enron's contribution), so that the parties are equally incentivized to minimize the fee; or 2. Draft additional provisions whereby Enron consents in advance to some structure such that upon exercise of the put/call, the value of the assets owned by the LLC are as low as possible. This may involve transferring one or more of the turbines to another LLC wholly owned by the LLC. (Greg thinks that the value of the assets of wholly-owned subsidiaries need not be included in the threshold calculation, but I have not confirmed this). I indicated that this could be viewed by the FTC as a subterfuge for avoiding filing requirements. He called back and subsequently advised that the solution may then involve transferring each of the turbines to a separate LLC owned 80/20 by PPL and ENA (to be in compliance with GE requirements) and that Delta would have a business justification for doing this on the basis of flexibility to put these turbines in various different projects. Please advise of your thoughts on this issue. Thank you. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) <mailto:ccampbell@kslaw.com< ccampbell@kslaw.com Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message.
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