Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 49




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         January 26, 1990, Zelisko prepared a memorandum, addressed to                
         Erwin and McManaman, summarizing the Merrill Lynch partnership               
         proposal in pertinent part as follows:                                       
              Set forth below is a bullet point summary of a                          
              transaction proposed by Merrill Lynch to Brunswick                      
              Corporation (BC) on December 8, 1989 to generate                        
              sufficient capital losses to offset the capital gain                    
              which will be generated on the sale of the Nireco                       
              shares.  The specific dollar amounts can be adjusted to                 
              increase or decrease the capital loss required.                         
              Step 1:                                                                 
              BC and an unrelated foreign partner (FP) would form a                   
              Partnership no later than March 1, 1990 with BC                         
              contributing $20 million in cash and the FP                             
              contributing $180 million in cash.  The Partnership                     
              would have a fiscal year-end of March 31st since that                   
              would be the year-end of the FP, the majority Partner.                  
              Step 2:                                                                 
              Partnership buys a private placement note for $200                      
              million with the cash in the Partnership and holds the                  
              note for one month.                                                     
              Step 3:                                                                 
              Before March 31, 1990, the Partnership would sell the                   
              $200 million private placement note for $160 million in                 
              cash and five-year contingent note with an assumed fair                 
              market value (fmv) of $40 million.  Under this                          
              contingent note, payments would be made to the                          
              Partnership over a five-year period equal to LIBOR[1]                   
              times a fixed notional principal.  The details                          
              concerning the terms of this note require further                       
              discussion by the Treasury Department with Merrill                      
              Lynch.                                                                  


               1  LIBOR is an acronym for London Interbank Offering Rate              
          which is the primary fixed income index reference rate used in              
          European financial markets.                                                 





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