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13 Steps to Investing Foolishly / PDS: Const. Trd. Debt

URL:  https://boards.fool.com/possibility-of-merger-termination-27184131.aspx

Subject:  Possibility of Merger Termination Date:  11/12/2008  12:13 AM
Author:  NickWin100 Number:  6 of 14

One of the key assumptions in the investment thesis is that the merger with MidAmerican does not fall through.

What the write-up fails to mention is that the Merger Agreement (on EDGAR http://www.sec.gov/Archives/edgar/data/1004440/0001193125081...) has in Sections 8.2(k)/9.1(h) the provision that up until 2 days prior to Closing Date that if if the MidAmerican determines (in its sole discretion) that, since June 30, 2008 to the date which MidAmerican elects to terminate this Agreement pursuant to this Section, either the retail and/or wholesale businesses or assets of the Company, its Subsidiaries and the Company Joint Ventures taken as a whole have materially deteriorated. The parties hereby agree that, solely for the purposes of this Section, an adverse change in the net economic value of such businesses or assets in excess of $400 million from June 30, 2008 shall be deemed material.

As of June 30, 2008, Common Shareholders' Equity was $6.5 Bn which is what I assume they mean by "net economic value". $400 MM is 6% of $6.5 Bn.

Given the Closing Date is likely 9 months away, this seems like a big risk.

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