A few additional points you may want to consider in addressing the need for the remerger and making Baron & Sodexo whole (which is done in both PL & BS proposals):
Baron & Sodexo are both significant shareholders in PZN. In fact, they are probable the swing votes that will decide which proposal is ultimately approved. So in effect, making them whole buys their votes for the deal. Thus, PL has no choice but to treat them the same as in the BS proposal.
Second, if you don't remerge with OPCO how are you going to control the operations of the company going forward? As I believe RP has said before, PZN/CCA is really in the prison management business--without control over operations, you don't have much of a business to manage IMHO.
Finally, what are you going to do about the service companies (owned 95% by PZN I think)? In reality they account for about 40% of the actual beds currently in operation--but we don't own a one of them. If you look carefully at the disclosures with the BS proposal you will see that occupancy at the service companies is quite high, while OPCO occupancy is way under where it needs to be. What do you do with the service companies if you don't remerge with OPCO? Does PZN hace the executive staff to operate these companies--and even if they can acquire the staff, will it be cost effective?