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EXH027-00045

Raptor

GOVERNMENT
EXHIBIT
  1371
  Crim. No. H-04-25 (S-2)


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BENEFITS TO ENRON SUMMARY

Deal Name: Raptor 1,1A,2,2A,4 Dollar Amount: $97.1 million
Date Completed: 4/18/00
Description of Transaction: Investments in structured finance vehicles used to hedge
mark-to-market volatility of Enron's public and private investments

Enron Business Unit Benefited: Enron Corp.

Did the deal result in a direct or indirect benefit to Enron: Direct and Indirect

Primary Benefit: Protection of earnings on volatile assets

Funds Flow Direct: Funds Flow Indirect:

Earnings Direct: $74.9 million Earnings Indirect: $443 million

Fees Saved : $2-3 million on each deal (investment bank fees avoided)

Other equity investors bidding on the transaction :
1. None

3.

* indicate whether our purchase was on the same terms as the other equity purchasers.

Did the deal close with LJM? yes

If not, why?

*indicate whether the reason was driven by Enron or LJM.

Other benefits to Enron :
• Accomodation on derivative approval
• Confidentiality
• Structuring capabilities

Compiled by: Chris Loehr

ASF CW 000726

-XH027-00046


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RAPTOR - today

Liquidation Derivative
Today* Capacity

Raptor I	$(144)	$0
Raptor II	$ 208	$0
Raptor III	$(260)	$0
Raptor IV	$ 160	$750

* Value remaining after LJM's receipt of the $30 million. Credit capacity and Liquidation To day are the
same value. The assumption is that you could liquidate today fo r full screen price of the ENE stock.

D


C-)

0
0
0
N

EXH027-00047


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Give Aways /Take Aways

D

i
n
i
0
0
0
N
Co

1. Early Settlement on the three vehicles

Enron: received the ability to enter into hedges when desired, receipt of $17 million for the remaining options value,
reinvestment of $7.1 million

LJM : received anticipated payment early equating to an increased IRR which was traded for the reinvestment in
Raptor I and II, guaranteed the $41 million payment

2. Hanover costless collar

Enron: received the desired benefit at no cost, turned down proposal by LJM which would have incurred a premium
paid

3. 45 day merger

Enron: protection from impairment at year end

4. ENE costless collars

Enron: received downside protection on the ENE shares to buffer credit capacity of the vehicles

LJM: received downside protection on the ENE shares, lost value unde r the collar floor due to maximum number of
share limits under 0019

5. Only swaps written and settlement

Enron: receives the benefit of a perfect hedge at no cost
LJM: Notes PIK to extrememly high balances

6. Swaps written primarily on private assets and public assets at h ighs
Enron: protection from asset writedowns and decreases in value

LJM: decreasing likelihood of back end return

EXH027-00048