Message-ID: <27723274.1075844915724.JavaMail.evans@thyme> Date: Mon, 12 Mar 2001 00:18:00 -0800 (PST) From: sara.shackleton@enron.com To: mary.cook@enron.com Subject: RE: Raptor restructuring Cc: carol.clair@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: carol.clair@enron.com X-From: Sara Shackleton X-To: Mary Cook X-cc: Carol St Clair X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Thanks. Since you and Carol are handling Enron "equity" deals, I passed my Raptor IV assignment on to Carol. Sara Shackleton Enron North America Corp. 1400 Smith Street, EB 3801a Houston, Texas 77002 713-853-5620 (phone) 713-646-3490 (fax) sara.shackleton@enron.com Mary Cook 03/09/2001 01:03 PM To: Sara Shackleton/HOU/ECT@ECT cc: Subject: RE: Raptor restructuring FYI Point 2. Cordially, Mary Cook Enron North America Corp. 1400 Smith, 38th Floor, Legal Houston, Texas 77002-7361 (713) 345-7732 (phone) (713) 646-3490 (fax) mary.cook@enron.com ----- Forwarded by Mary Cook/HOU/ECT on 03/09/2001 01:03 PM ----- Joel Ephross/ENRON@enronXgate 03/09/2001 12:06 PM To: AnnMarie Tiller/ENRON@enronXgate, Ryan Siurek/Corp/Enron@ENRON, Ron Baker/ENRON@enronXgate, David C Williams/ENRON@enronXgate, Danny Wilson/ENRON@enronXgate, eosterberg@velaw.com@SMTP@enronXgate, George McKean/NA/Enron@Enron cc: Brent Vasconcellos/ENRON@enronXgate, Bill Bowes/ENRON@enronXgate, James Sandt/ENRON@enronXgate, Rex Rogers/ENRON@enronXgate, Mary Cook/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT, tyates@velaw.com@SMTP@enronXgate, rastin@velaw.com@SMTP@enronXgate Subject: RE: Raptor restructuring Mary/Carol: please note points 2 and 3 below. Ron Baker: based on my discussions with Rex Rogers, if the existing Enron shares are cancelled and new shares issued, ENA board authorization will be required. Note that the next scheduled board meeting is in early April. Ron Astin/Terry Yates: FYI, discuss point 5 below..... -----Original Message----- From: Tiller, AnnMarie Sent: Friday, March 09, 2001 11:56 AM To: Siurek, Ryan; Baker, Ron; Williams, David C.; Wilson, Danny; 'eosterberg@velaw.com'; Ephross, Joel; McKean, George Cc: Vasconcellos, Brent; Bowes, Bill; Sandt, Jim Subject: Raptor restructuring Gentlemen, After talking with both Joel Ephross and Ron Baker this morning about the Raptor restructuring, my understanding of the current plan is summarized below. Please let me know if I have mischaracterized the proposed approach. We have a couple concerns from a tax perspective that are also discussed below. 1.) V&E is currently drafting documents to allow each Raptor structure to look to the other structures in terms of credit capacity. 2.) The previously proposed assignment of the LDC swaps from Raptor II to Raptor IV is off the table. These swaps will now be terminated. 3.) Either Raptor II or Raptor IV will be used to hedge the Mariner investment ($360M) instead. 4.) The JEDI structure is expected to be unwound thus allowing 12M Enron Corp. shares to come back to Enron Corp. and no longer be treated as issued and outstanding for purposes of Enron's EPS calculation. 5.) The value of 12M new Enron Corp. shares would be used to capitalize either Raptor II or Raptor IV (12M shares x $70 = approx. $840M). a.) As consideration for the contribution of the shares, the receivable owed by the lower tier LLC to the Enron member under the grid note would be increased by the same amount. b.) The credit capacity of the subject Raptor structure would increase by an amount equal to the discount on the shares caused by their restricted nature. ($840M x 35% to 45% = approx. $294M to $378M) c.) Ryan has apparently suggested that the shares actually be transferred to a trust and that the trust issue a forward contract on the shares to the chosen Raptor structure. We have some concerns about this approach from a tax perspective. I would like to better understand the benefits of using a forward contract, who would own the beneficial interest in the trust, and what follow-on transactions might be planned regarding the trust. d.) I am still confused about the characterization of the contribution of the additional shares as utilizing the credit capacity of the Raptor structure to which they are contributed. I can understand why the shares would not increase the credit capacity of the structure, but I am told that the potential downside on the Enron stock would actually utilize the structure's capacity. AnnMarie -----Original Message----- From: Ephross, Joel Sent: Friday, March 09, 2001 10:31 AM To: Tiller, AnnMarie Cc: Vasconcellos, Brent Subject: FW: Scheduled Meeting -----Original Message----- From: Escamilla, Dolores Sent: Friday, March 09, 2001 10:17 AM To: Hudler, Shirley; Ephross, Joel; Mintz, Jordan; Douglas, Stephen H.; Liss, Kevin Cc: Mills, Jana; Trevino, Melba; Forsyth, Darlene C.; McKean, George Subject: Scheduled Meeting Please note - Due to schedule conflicts this meeting has been rescheduled to start at 3:30 p.m. today. Please advise if you are not able to attend. Thank you, LoLa x30515 ----- Forwarded by Dolores Escamilla/HOU/ECT on 03/09/2001 10:14 AM ----- Dolores Escamilla 03/09/2001 09:32 AM To: Shirley A Hudler/HOU/ECT@ECT, Joel Ephross/Enron@EnronXGate, Jordan Mintz/Enron@EnronXGate, Stephen H Douglas/Enron@EnronXGate, Kevin Liss/Enron@EnronXGate cc: Jana Mills/HOU/ECT@ECT, Melba Trevino/Enron@EnronXGate, Darlene C Forsyth/Enron@EnronXGate, George McKean/NA/Enron@Enron Subject: Scheduled Meeting A meeting has been scheduled for the following: Date: March 9, 2001 Time: 02:30 p.m. Location: EB2021 Re: Jedi Consolidation Attendees: George McKean (Host) Shirley Hudler Joel Ephross Jordan Mintz Stephen Douglas Kevin Liss Please advise if you are not able to attend. Thank you, LoLa x30515