Basin Electric Power Cooperative - Page 11

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          in achieving its objective of modifying the 1985 sale and                   
          leaseback in order to reduce substantially its minimum annual               
          basic rent obligation.  First, pursuant to the terms of the 1984            
          tax-exempt bonds, such bonds were not redeemable before December            
          30, 1994.  Second, the 1985 sale and leaseback did not allow                
          petitioner to require Mercer County to redeem the 1984 tax-exempt           
          bonds.  Third, although each owner participant had the right                
          under the 1984 bond indenture to require Mercer County to redeem            
          those bonds, petitioner did not have the right under the 1985               
          sale and leaseback to request that the owner participant exercise           
          its right.                                                                  
               Petitioner, in consultation with its lease advisor Morgan              
          Stanley, developed a strategy to overcome the foregoing hurdles.            
          That strategy included petitioner’s offering certain inducements            
          to each owner participant and Mercer County in order to persuade            
          them to agree to the modification of the 1985 sale and leaseback            
          and the concomitant refinancing of the 1984 tax-exempt bonds.               
          Thus, petitioner offered (1) to exercise its option under the               
          1985 sale and leaseback to elect to extend for five years the               
          term of the lease and (2) to pay the costs associated with                  
          modifying the 1985 sale and leaseback and effecting the concomi-            
          tant refinancing of the 1984 tax-exempt bonds.                              
               Petitioner’s strategy to overcome the hurdles that it faced            
          in achieving its objective of modifying the 1985 sale and                   






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