Message-ID: <24175715.1075845916642.JavaMail.evans@thyme> Date: Wed, 4 Apr 2001 08:39:00 -0700 (PDT) From: ccampbell@kslaw.com To: kay.mann@enron.com Subject: Delta - HSR Issues Cc: jkeffer@kslaw.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: jkeffer@kslaw.com X-From: "Campbell, Carolyn" X-To: "'kay.mann@enron.com'" X-cc: "Keffer, John" X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Panda X-Origin: MANN-K X-FileName: kmann.nsf Kay: I just spoke with Bill Blumenthal (our HSR expert). He and Paul Hastings' HSR expert have traded voice mails exchanging information, but have not yet spoken. Bill says that Delta is apparently relying on the "ordinary course" exemption, which may be fine if all the LLC wants to do is hold turbines for re-sale. If the LLC works on development of a power plant, the analysis would be different. In any event, Bill agrees that the only safe thing to do is provide now for the possible requirement to file later. Prior to speaking with Bill, I also spoke with Greg Lang. He agrees that we should provide now for the possible requirement to file later. He again asserted that since this is "Enron's structure," Enron should agree to bear 50% of any filing fee. Steve Thome indicated earlier today that Enron may be willing to bear half of the filing fee. Under current regulations, the filing fee will be $45k if, at the time the put/call is exercised, the assets have a fair market value of $50-100 million, and the filing fee will be $125k if, at the time the put/call is exercised, the assets of the LLC have a fair market value of $100-500 million. Please let me know whether to advise Greg that Enron will accept responsibility for half the filing fee. Thank you. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) 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.