A private equity group is trying to buy JnfraSource.

JnfraSource (or the "Company"), a wholly-owned subsidiary of Exelon Corporation (an

A- rated utility), is one of the largest providers of power related infrastructure

contracting services in the U.S.

Exelon is JnfraSource's largest customer. The Company is projecting $83 million in revenues

(17% of total) from Exelon (the current parent company) up from $80

million in 2002 (4% increase). Exelon has guided to the market that they

intend to reduce their capital spending by 5 to 10% over the next two years.

The seller has indicated that they would live with a supply

agreement, but not for longer than two years. Investors are asking for a longer

one (7 years) with 3 years of guarantees, and also building in $30 million

of seller preferred stock to tie them economically to their commitment.

How might the ownership of this business complicate this investment transaction?