Enron Mail

From:jeff.dasovich@enron.com
To:dwindham@uclink4.berkeley.edu
Subject:Re: Time Warner
Cc:guinney@haas.berkeley.edu, jcjcal02@aol.com, jeff.dasovich@enron.com,jjackson@haas.berkeley.edu
Bcc:guinney@haas.berkeley.edu, jcjcal02@aol.com, jeff.dasovich@enron.com,jjackson@haas.berkeley.edu
Date:Sat, 28 Apr 2001 13:55:00 -0700 (PDT)

OK Gang:

Well, I=01,ve been crunching numbers all day, and haven=01,t yet gotten to =
the=20
writing. I've attached Dylan's original responses for reference. Figure=
=20
it'll be a memo from Time's CEO to the Time Board.

I=01,ve leaving now for Mendocino, but will be back early tomorrow to finis=
h=20
this up. Please check out the spreadsheet.

The case is sort of confusing=01*how do Time=01,s analysts value Time at $1=
89-212,=20
when they=01,re trading at 109 the day before the announcement of the deal =
with=20
Warner. That doesn=01,t jive. Are they saying that, absent synergies, the=
=20
combined Time/Warner is worth the enterprise value of Time at 189-212 plus=
=20
the enterprise value of Warner at $63-71 (again, the analysts valuation)? =
=20
That just seems ridiculous, give where they=01,re trading.

Anyway, here=01,s where my analysis is heading----tell me if I=01,m smoking=
crack.

The deal isn=01,t really $175 per share. It=01,s $175 LESS the taxes that =
will=20
have to paid (since it=01,s a purchase deal) PLUS the value of the tax shie=
ld=20
created by the net increase of $8.9B in new debt that Paramount will take=
=20
on. Does this seem right? Could folks look at my spreadsheet? I=01,ve go=
t it=20
conceptually set up, but I=01,m not quite sure how to calculate the taxes p=
aid=20
under the purchase method or the value of the tax shield (assuming that thi=
s=20
is correct. If I=01,m just completely out of it with this angle, just let =
me=20
know. In any case, seems that there=01,s some value in the tax-free=20
(Time-Warner) versus the taxable (Time-Paramount) deals. Presumably, we=20
could take the total enterprise value of Time-Warner (nontaxed) and compare=
d=20
it to the total enterprise of Paramount-Time (taxed) and compare the two. =
I=01,
ve got a hunch that the Time-Warner number may win the day, but I haven=01,=
t=20
gotten that far in the crunching yet.

In any case, I=01,ll be back around Noon tomorrow and will crank the puppy =
out.

Best,
Jeff