If the fair market value of the LLC's assets is less than $50 million (which
seems to be the case), then no filing is required.  If more than $50
million, then NorthWestern needs to make a filing, but Enron does not (as it
only owns 20%).

-----Original Message-----
From: Mann, Kay [mailto:Kay.Mann@ENRON.com]
Sent: Wednesday, November 14, 2001 6:33 PM
To: jkeffer@kslaw.com
Subject: Northwestern


NorthWestern is making noises about exercising their call on the
remaining member interests.  Total deal value was originally $48m
(refunding to $43).  Is an HSR filing required?  Just a short, cheap
answer required. (sigh)

Thanks,

Kay


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