Message-ID: <8971949.1075844940963.JavaMail.evans@thyme> Date: Thu, 20 Jul 2000 04:28:00 -0700 (PDT) From: steve.duffy@enron.com To: joe.richards@enron.com Subject: Phoenix Due Diligence Cc: dana.gibbs@enron.com, stanley.horton@enron.com, susan.ralph@enron.com, lori.maddox@enron.com, jon.trevelise@enron.com, dwight.larson@enron.com, cutty.cunningham@enron.com, mary.coombe@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: dana.gibbs@enron.com, stanley.horton@enron.com, susan.ralph@enron.com, lori.maddox@enron.com, jon.trevelise@enron.com, dwight.larson@enron.com, cutty.cunningham@enron.com, mary.coombe@enron.com X-From: Steve Duffy X-To: Joe Richards X-cc: Dana Gibbs, Stanley Horton, Susan Ralph, Lori Maddox, Jon Trevelise, Dwight Larson, Cutty Cunningham, Mary Ellen Coombe X-bcc: X-Folder: \Stanley_Horton_1\Notes Folders\All documents X-Origin: HORTON-S X-FileName: shorton.nsf Joe, per our discussions, here are some items we want to be sure to cover/assign in our initial due diligence check list: 1. Purchase And Sale Agreement preparation and negotiation (using Rodeo PSA as template since Equilon is already familiar with said document, which was highly negotiated). This effort will include any needed side agreements. 2. Review any "corporate" or "partnership" ownership issues affecting any pipelines or segments within the assets. 3. Review of rights-of-way, easements, real property licenses, fees lands, leaseholds and other real property interests comprising the assets (explore possibility of obtaining help from ROW people within GPG). Analysis must include right-to-assign and no-conversion- of- common-carrier-assets-to-private-use issues, as well as other standard issues, including telecommunication rights, etc. 4. Physical inspection of real and personal property in the deal for safety/environmental/operating issues. 5. Tariff/FERC/regulatory/property tax issues affecting the assets. (Need to be sure that assets have been properly listed & reported to taxing authorities. Need to "assume" existing tariffs where required.) 6. HSR (antitrust) and "shop closing" issues. SEC disclosure issues, and relationship b/w Phoenix and Koch S-1. 7. Employee/benefit/organized labor issues (three unions/collective bargaining agreements involved). 8. Existing commercial contracts and "shipper" issues. Any long-term or "out- of- the- money" situations? 9. Any outstanding claims, assessments, levies, penalties, protests or litigation (both environmental and non-environmental). 10. Completion of any remaining business due diligence needed to confirm/justify purchase price. 11. Environmental review---with emphasis on "pricing" existing enviro matters we would be assuming/undertaking. 12. UCC lien search and any bulk sales issues. Of course, the list above is just for openers. There are a number of things I have undoubtedly missed. We have our standard check list that we use on these deals, and I know you will have a number of additional items you will want to include in the overall list. We should probably compare notes on the initial master list before the "kick-off" meeting on 7/26. Thanks. SWD