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Saturday, 08/16/2003 5:02:02 PM

Saturday, August 16, 2003 5:02:02 PM

Post# of 126
from the MIR yahoo board
Equity Committee (part 1)
by: michaelsammons
Long-Term Sentiment: Strong Buy 08/15/03 11:49 am
Msg: 272287 of 272414

First, I do not really follow message boards so please do not be offended if I do not respond to questions. I just wanted to provide a short summary of what is going on. (In the future I will leave this thankless burden to hammr6 - sorry hammr6.)
(1) An equity committee will be appointed in the near future by the US Trustee. I have no time table but going behind street names to find the 100 largest shareholders is time consuming. The SEC has suggested in such cases that the equity committee should have a mix of institutional and individual shareholders willing to serve - so we individual shareholders will be represented in the final committee.
(2) We have the support of probably the most experienced law firm and financial advisor available in this country, both already very familiar with MIR and all the participants, and with numerous successful efforts on behalf of shareholders in Chapter 11 proceedings.
(3) I have no idea of Mirant's plans - all my (numerous) inquiries have been met by "not talking, call our lawyers." Lets just say that nothing I have heard from management over the past 2 years gives me much confidence in them ... but they are immensely talented ... after all it is no small feat to drive a new $15 billion power company into bankruptcy in only 3 1/2 years ... (it would have taken most of us 5-6 years to do it) ...
(4) Equity Goals (as I see them):
(a) Force a major asset sale. One thing, and one thing only, will guarantee MIR stock recovers: a major asset sale at book+. I believe the Shareholders Committee and Creditors Committee will join to force MIR to sell either the Philippines (weak dollar and strong asian market both favorable) or PEPCO (high NG prices extremely favorable to PEPCO evaluation). Either sale could net around $2+ billion - more than enough to guarantee that the POR retains the existing equity structure. (It will involve a contingent tender by the buyer for some discounted MIR bank debt and pre-2006 unsecured bonds, although this procedure will require court approval.)
So far, as far as I can tell, MIR management is still opposed to any such plan. Without such a sale MIR will probably be a $20 stock in 5 years ... but with the creditors as the new stock owners (our current shares cancelled). With such a sale MIR would be a $5 stock in 2 years, but we would still be the owners of MIR.
Whether MIR management is dedicated to preserving the "MIR empire" or to current shareholders is a huge question mark ...
(b) Inform all corporate clients of Citicorp, as well as their MIR bank group, as to the real reasons they irresponsibly decided to bankrupt MIR ... several conflict of interest issues are involved. Citicorp should be pressured until the moron at Citicorp responsible for causing the MIR bank group to lose $1.5 billion in the value of their outstanding bank paper overnight is put in a suitable institution for the criminally inept ...
(c) Organize sufficient shareholder votes to swiftly change management if it becomes apparent that current management feels no alligance to current shareholders. (The bk court has the power to order a shareholders meeting to vote at any time.)
(d) Prepare a plan of reorganization (after a major asset) which retains the exact same equity ownership (no warrants should be necessary).
(e) Qualify MIRKQ for OTC trading ASAP.
from the MIR yahoo board
Equity Committee (part 1)
by: michaelsammons
Long-Term Sentiment: Strong Buy 08/15/03 11:49 am
Msg: 272287 of 272414

First, I do not really follow message boards so please do not be offended if I do not respond to questions. I just wanted to provide a short summary of what is going on. (In the future I will leave this thankless burden to hammr6 - sorry hammr6.)
(1) An equity committee will be appointed in the near future by the US Trustee. I have no time table but going behind street names to find the 100 largest shareholders is time consuming. The SEC has suggested in such cases that the equity committee should have a mix of institutional and individual shareholders willing to serve - so we individual shareholders will be represented in the final committee.
(2) We have the support of probably the most experienced law firm and financial advisor available in this country, both already very familiar with MIR and all the participants, and with numerous successful efforts on behalf of shareholders in Chapter 11 proceedings.
(3) I have no idea of Mirant's plans - all my (numerous) inquiries have been met by "not talking, call our lawyers." Lets just say that nothing I have heard from management over the past 2 years gives me much confidence in them ... but they are immensely talented ... after all it is no small feat to drive a new $15 billion power company into bankruptcy in only 3 1/2 years ... (it would have taken most of us 5-6 years to do it) ...
(4) Equity Goals (as I see them):
(a) Force a major asset sale. One thing, and one thing only, will guarantee MIR stock recovers: a major asset sale at book+. I believe the Shareholders Committee and Creditors Committee will join to force MIR to sell either the Philippines (weak dollar and strong asian market both favorable) or PEPCO (high NG prices extremely favorable to PEPCO evaluation). Either sale could net around $2+ billion - more than enough to guarantee that the POR retains the existing equity structure. (It will involve a contingent tender by the buyer for some discounted MIR bank debt and pre-2006 unsecured bonds, although this procedure will require court approval.)
So far, as far as I can tell, MIR management is still opposed to any such plan. Without such a sale MIR will probably be a $20 stock in 5 years ... but with the creditors as the new stock owners (our current shares cancelled). With such a sale MIR would be a $5 stock in 2 years, but we would still be the owners of MIR.
Whether MIR management is dedicated to preserving the "MIR empire" or to current shareholders is a huge question mark ...
(b) Inform all corporate clients of Citicorp, as well as their MIR bank group, as to the real reasons they irresponsibly decided to bankrupt MIR ... several conflict of interest issues are involved. Citicorp should be pressured until the moron at Citicorp responsible for causing the MIR bank group to lose $1.5 billion in the value of their outstanding bank paper overnight is put in a suitable institution for the criminally inept ...
(c) Organize sufficient shareholder votes to swiftly change management if it becomes apparent that current management feels no alligance to current shareholders. (The bk court has the power to order a shareholders meeting to vote at any time.)
(d) Prepare a plan of reorganization (after a major asset) which retains the exact same equity ownership (no warrants should be necessary).
(e) Qualify MIRKQ for OTC trading ASAP.

from the MIR yahoo board
Equity Committee (part 1)
by: michaelsammons
Long-Term Sentiment: Strong Buy 08/15/03 11:49 am
Msg: 272287 of 272414

First, I do not really follow message boards so please do not be offended if I do not respond to questions. I just wanted to provide a short summary of what is going on. (In the future I will leave this thankless burden to hammr6 - sorry hammr6.)
(1) An equity committee will be appointed in the near future by the US Trustee. I have no time table but going behind street names to find the 100 largest shareholders is time consuming. The SEC has suggested in such cases that the equity committee should have a mix of institutional and individual shareholders willing to serve - so we individual shareholders will be represented in the final committee.
(2) We have the support of probably the most experienced law firm and financial advisor available in this country, both already very familiar with MIR and all the participants, and with numerous successful efforts on behalf of shareholders in Chapter 11 proceedings.
(3) I have no idea of Mirant's plans - all my (numerous) inquiries have been met by "not talking, call our lawyers." Lets just say that nothing I have heard from management over the past 2 years gives me much confidence in them ... but they are immensely talented ... after all it is no small feat to drive a new $15 billion power company into bankruptcy in only 3 1/2 years ... (it would have taken most of us 5-6 years to do it) ...
(4) Equity Goals (as I see them):
(a) Force a major asset sale. One thing, and one thing only, will guarantee MIR stock recovers: a major asset sale at book+. I believe the Shareholders Committee and Creditors Committee will join to force MIR to sell either the Philippines (weak dollar and strong asian market both favorable) or PEPCO (high NG prices extremely favorable to PEPCO evaluation). Either sale could net around $2+ billion - more than enough to guarantee that the POR retains the existing equity structure. (It will involve a contingent tender by the buyer for some discounted MIR bank debt and pre-2006 unsecured bonds, although this procedure will require court approval.)
So far, as far as I can tell, MIR management is still opposed to any such plan. Without such a sale MIR will probably be a $20 stock in 5 years ... but with the creditors as the new stock owners (our current shares cancelled). With such a sale MIR would be a $5 stock in 2 years, but we would still be the owners of MIR.
Whether MIR management is dedicated to preserving the "MIR empire" or to current shareholders is a huge question mark ...
(b) Inform all corporate clients of Citicorp, as well as their MIR bank group, as to the real reasons they irresponsibly decided to bankrupt MIR ... several conflict of interest issues are involved. Citicorp should be pressured until the moron at Citicorp responsible for causing the MIR bank group to lose $1.5 billion in the value of their outstanding bank paper overnight is put in a suitable institution for the criminally inept ...
(c) Organize sufficient shareholder votes to swiftly change management if it becomes apparent that current management feels no alligance to current shareholders. (The bk court has the power to order a shareholders meeting to vote at any time.)
(d) Prepare a plan of reorganization (after a major asset) which retains the exact same equity ownership (no warrants should be necessary).
(e) Qualify MIRKQ for OTC trading ASAP.


(5) This bankruptcy WILL last at least 2 years, and probably 3 years. Since we are there, for better or worse, we might as well take FULL advantage. In particular all legal suits and other legal issues will be finally resolved by the POR. Any remaining short term debt (and any damages for cancelling any contracts/leases) will be placed on a 5 year payout schedule.
CONCLUSION: Barring a collapse in power prices over the next 3 years I cannot imagine any scenario in which current shares are wiped out.
Shareholder Committee nuisance power alone virtually guarantees a small residual equity value for current shareholders, probably in the $1/share range, even in the worst case scenario.
"If" we achieve a major asset sale MIRKQ will immediately trade in the $3 range, gradually trending up to $6-7 by the POR in 3 years.
Whether I am ultimately on the Shareholders Committee or not, I will sleep MUCH better knowing that we have a dedicated and very experienced committee, attorneys, and financial advisor working SOLELY in our interests.
Again, please do not be offended if I do not respond to questions - there are several knowledgable posters who are more than willing and just as capable (if not more so).




Joe

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