Subject: Highlights from this morning's ENE/DYN analyst conference call


Listened in on the analyst call this morning.
Here are my notes.
Did not yet have a chance to organize them, so they're simply in chronological order.
The call began with Watson, Bergstrom, and Whalley reading from prepared statements.
Watson spoke for c. 10 minutes, Bergstrom for 5, and Whalley spoke for perhaps 30 seconds.
Dynegy management was noticeably in control of the call.
Enron executives spoke when questions were directed to them.
Specific points: EES will be a part of the new company.
Enron assets will be revalued at closing.
The investment in Northern Natural takes the form of convertible preferred.
If the merger does not go through, Dynegy has the right to acquire Northern for 'very little' additional consideration.
If DYN terminates the merger and ENE 'has sufficient liquidity', ENE has right to repurchase the convertible preferred.
Debt/equity of combined company expected to be <45%.
Both companies will remain on RatingsWatch negative.
ChevronTexaco will hold 169MM shares out of a total 650MM shares of the post-merger entity.
Watson reiterates that going forward, the new entity will be run with a focus on transparent and clear financial structure and disclosure, with a significant reduction in on- and off-balance-sheet leverage.
In what was termed a "new approach", the new entity will be run with a focus on cash flow rather than earnings.
Rumors that Dynegy did the deal because of an unhedged exposure to Enron are not true.
Dynegy owed Enron <$50MM.
Lay says that Enron had other options, 'particularly financial'.
All of the discussion and activity has taken place over the last two weeks.
Lay acknowledges that the number for exposure to securities lawsuits may be 'pretty big', but that the companies feel they're able to appropriately value this exposure.
Lay says we have nothing else to hide, but internal investigation still under way.
Lay:  had the SPEs been capitalized with perhaps $30MM more of risk capital, there would have been no question that they would have qualified for off-balance-sheet treatment and there would have been no need to restate earnings last week to reflect consolidation of the SPEs.
Dynegy says that 'several' internal investigations continue at Enron, and thus DYN/ENE cannot say with certainty that there's absolutely nothing else out there.
Doty (Dynegy CFO) says that late last week, ENE had 'close to a billion' in cash.
Osprey will be unwound late next summer.
Marlin will be unwound after closing.
Many of the off-balance-sheet structures, including the credit-linked notes, are expected to be unwound/redeemed or at least significantly reduced prior to closing.
With regard to ENE asset dispositions, these will be accelerated to the extent possible.
However, Doty says that 'our backs are not against the wall', and the company will continue to focus on getting value for its assets as well as cash.
ENE will renew its 364-day facility (believe this is the $3Bn facility that we drew down a couple of weeks ago) within the next 6-8 weeks.
BBB-flat most likely rating for combined entity, according to initial comments from ratings agencies.
McMahon says 'no comment' to WSJ article indicating that ENE's banks are preparing to make an equity infusion into ENE in the next few weeks.
Consolidation of trading activity: Mid- and back-office consolidation will see substantial progress prior to closing, such that only the front office / trading books will need to be combined at closing.
EES, NNG and TW have no real overlap with existing DYN activity, so there won't be much integration work required there.
The big integration effort will be ENA.
Watson says that the 'creative financing' surrounded non-core assets.
Doty adds that, 'frankly', DYN assigned zero economic value to non-core businesses in their valuation model.
They bracketed the maximum expected exposure from the non-core assets/businesses and left it at that.
Watson mentions that DYN would not have gotten involved with Enron had they not been approached by 'Enron's top three executives', who said that they thought a combination with Dynegy made the most strategic sense for both companies.
Says that their approach evidenced a  willingness to work with DYN to integrate the two companies that made a big difference in Dynegy's deliberations on proceeding with the merger.
Watson/Doty said that they're NOT 100% sure that no surprises remain in Enron's books--but that the risk/reward offered by the combination was compelling.