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Strategic Disposition

Our Client
Atlanta-based Mirant Corporation, an independent power company

The Opportunity
Mirant wanted to sell a group of utilities and power generation facilities in Jamaica, Trinidad, the Bahamas and Curaçao.  Mirant management wanted to move swiftly – we were hired in late July and the client wanted to begin solicitation of competitive bids by September.  Mirant also wanted, naturally, to optimize the price and conditions of the sale, but was unsure whether the best way to accomplish this was to sell the businesses as a group or to break them up into their constituent parts.

The Haynes and Boone Solution
We set up a Web site to coordinate the sale process, using our own ClientConnect® extranet for the back end.  We designed prototype purchase and sale agreements, allowing the businesses to be sold either as a group or on a modular basis, broken up into constituent parts.  This enabled Mirant to put the Caribbean businesses out for competitive bid in an orderly way and to maximize revenues from the sale, as well as to defer their decision on how to consummate the sale or sales until they had the most complete and accurate information possible.  Commonalities in the prototype agreements, and the ability to proceed with either a group or modular sale, allowed the client to make "apples to apples" comparisons regarding price and terms being offered by potential purchasers.

The Outcome
All final bids were evaluated within two weeks of their being received.  In another two weeks, we had a definitive, executed purchase and sale agreement for the businesses.  In the course of advising Mirant, we had to coordinate with in-house lawyers and government officials and others in each country, and deal with issues including rights of consent and rights of first refusal.  We dealt with issues that cut across the breadth of the projects group, including corporate, environmental, energy regulatory, ERISA, tax, and labor and employment issues.

The Caribbean businesses ultimately were sold as a group for $1.1 billion. The deal closed August 8, 2007.

For more information about this case study, please contact Arthur Cohen at +1 202.654.4559 or , Herb Glaser at +1 202.654.4513 or  or Gilbert Porter at +1 212.659.4965 or  .