Free Letter - District Court of Delaware - Delaware

Case 1:04-cv-01494-JJF Document 81 Filed 06/05/2006 Page 1 of 3
BLANK n ROMELlP
COUNSELORS AT LAW
June 5, 2006
VIA CMF AND HAND DELIVERY
The Honorable Joseph J. Farnan, Jr.
United States District Court
for the District of Delaware
844 King Street
Wilmington, DE 19801
Re: • Magten Asset Management Corp. and Law Debenture Trust C0. v.
Northwestern Corp.; C.A. N0. 04-1494-JJF
• Magten Asset Management Corp. v. Paul Hastings Janohky & Walker,
LLP; C.A. N0. 04-1256-JJF
• Magten Asset Management Corp. v. Mike .L Hanson and Ernie .L Kindt;
C.A. N0. 05-0499-JJF
Your Honor:
We write on behalf of Magten Asset Management Corporation and Law Debenture Trust
Company of New York, the plaintiffs in the above-captioned actions, which have been
consolidated for purposes of discovery (the "Consolidated Actions").
As Your Honor is aware, on February 2, 2006, NorthWestern filed a Motion for a
Protective Order in connection with the Consolidated Actions, seeking to limit discovery to
issues involving the Bank of New York, the indenture trustee for the QUIPS at the time of the
transfer of the Montana utility assets from Clark Fork & Blackfoot LLC to NorthWestern (the
"Transfer"). Although briefing on the Motion for Protective Order is complete, pursuant to
Delaware Local Rule 30.2 discovery in the Consolidated Actions is currently stayed pending a
decision on the motion.
On April 26, 2006, NorthWestern announced that it has signed a definitive agreement to
be acquired by Babcock & Brown Infrastructure Ltd. ("BBI") for $37 per share of common stock
in an all cash transaction that values NorthWestern at approximately $2.2 billion (the "Sale").
BBI is a utility infrastructure company based in Sydney, Australia that owns and manages utility
and infrastructure companies and assets around the world. In light of the announcement of the
Sale, plaintiffs believe it is essential that they be permitted to commence discovery immediately.
Once the Sale is consummated, plaintiffs will face significant uncertainty regarding their ability
to conduct document discovery and take the depositions of NorthWestern’s management. It is
unknown where NorthWestern’s documents and records will reside and whether any of
NorthWestern’s management team who have knowledge of the Transfer — the core transaction
Chase Manhattan Centre 1201 Market Street Suite 800 Wilmington, DE 19801
www.B|anl Delaware • Florida • Maryland • New Jersey • New York • Ohio • Pennsylvania • Washington, DC

Case 1 :04-cv-01494-JJF Document 81 Filed 06/05/2006 Page 2 of 3
BLANKE ROMEiu·
COUNSELOR5 AT LAW
The Honorable Joseph J. Farnan, Jr.
June 5, 2006
Page 2
surrounding plaintiffs claims — will even be employed by the surviving corporation. While we
recognize that NorthWestem’s press release touts that NorthWestern and BBI intend to maintain
current management, neither party can provide any assurances that both the employees and
documents of NorthWestem will remain intact.
It has been nearly 4 years since the Transfer occurred, and more than a year and a half
since NorthWestern emerged from chapter ll and now, with the Sale process moving forward,
plaintiffs will be severely prejudiced if they are not given the opportunity to complete discovery
in the Consolidated Actions prior to the consummation of the Sale.
In light of the foregoing, plaintiffs respectfully request that the Court grant plaintiffs
relief from the stay of discovery under Delaware Local Rule 30.2, so as to allow the parties to
recommence discovery immediately.
Should Your Honor have any questions, plaintiffs are available for an in-person
conference.
Respectfully submitted,
/
Dale R. Dubé
I.D. No. 2863
- and -
Bormie Steingart
FRIED, FRANK, HARRIS, SHRIVER &
J ACOBSON LLP
One New York Plaza
New York, NY 10004
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Case 1 :04-cv-01494-JJF Document 81 Filed 06/05/2006 Page 3 of 3
BLANK ~ ROMELLP
COUNSELORS AT LAW
The Honorable Joseph J. Faman, Jr.
June 5, 2006
Page 3
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