Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 31

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               Each partner was represented at a December 6, 1985, meeting            
          between the partnership management committee and DOE                        
          representatives.  At this meeting, the partners discussed                   
          restructuring the $1.57 billion outstanding debt into a                     
          contingent-interest debt, similar to what had been envisioned in            
          the price support agreement that the partnership had reached with           
          SFC in July 1985.16                                                         
               In a December 19, 1985, telephone call with Transco Energy             
          representatives, DOE General Counsel Mike Farrell indicated that            
          the “discussion draft” Transco Energy had submitted on August 30,           
          1985, was a “non-offer”.  In particular, DOE was unwilling to               
          allow the partners to retain title to the plant, retain all tax             
          benefits from the project, and yet have the right to terminate              
          participation.  Advised that title to the plant and the resulting           
          tax benefits were the partners’ only source of cash in the event            
          of a revenue shortfall, Mr. Farrell indicated that there was                
          probably some “wiggle room” on the tax benefits issue.                      
               On January 29, 1986, ANRC submitted to DOE an outline of a             
          restructuring proposal.17  The proposal would have allowed the              


               16 Presumably, interest continued to accrue on the debt.               
          The parties, however, have ignored interest accruals in referring           
          to the $1.57 billion debt.  For simplicity, we do the same.                 
               17 Under the proposal, the partnership would retain                    
          ownership of the plant and continue to be responsible for its               
          operation, DOE would withdraw its foreclosure action, and the               
          partnership’s debt would be restructured into a contingent-                 
          interest obligation.                                                        




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