[Raptor III] Financing

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Presentation transcript:

[Raptor III] Financing August [_], 2000 ASF Enron Corp. (Oregon Corp.) LJM2 Capital Management LLC (Delaware LLC) Other Investors LJM2 Capital Management LP (Delaware LP) GP Interest 100% Other Investors LJM2 Co-Investment LP (Delaware LP) Enron Energy Services, Inc. (Delaware Corp.) GP Interest .01% 100% Vote 100% Other Investors .01% 100% Vote [LJM2- Talon II] LLC (Delaware LLC) Managing Member [Harrier II] LLC (Delaware LLC) Member Interest Member Interest (Debt for tax) Derivatives* (1) [Talon II] LLC (Delaware LLC) BSCS XXIII, Inc. (Delaware Corp.) $50 MM Harrier Note Management Duties (Per LLC Agreement) $400 MM Talon Revolving Note (Capped at $1 BB) Transaction Steps 1. EES will contribute its 99.99% non-voting interest in Fallback Trust to [Harrier II] in exchange for a member interest in [Harrier II]. 2. [Harrier II] will contribute the 99.99% non-voting interest in Fallback Trust to [Talon II] in exchange for a member interest in [Talon II]. 3. Following an initial public offering by New Power Company, EES will make a capital contribution of $50M to [Harrier II]. 4. [Harrier II] will use the $50M received from EES to pay off the $50M Harrier Note. 5. Talon II will make a cash distribution to [LJM2-Talon II] LLC in the amount of $[50]M in satisfaction of its agreed return. 99.99% Fallback Trust 99.99% Warrant Trust [120,000 Warrants of the New Power Company valued @ $2,150/warrant] Revised by JBV: 8/30/2000