ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 11

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          partners' allocable shares of these costs were charged to                   
          Southampton's capital account.  When Southampton, Colgate and, to           
          a nominal extent, MLCS acquired Kannex's partnership interest,              
          they effectively purchased Kannex's share of the BOT Notes at a             
          price that included Kannex's allocable share of these costs.                
          Because the LIBOR Notes were acquired for Colgate's benefit, the            
          partners provided that the remarketing costs would be borne                 
          almost entirely by Colgate as well.  This was accomplished by               
          selling the LIBOR Notes only after Colgate, Southampton and, to             
          nominal extent, MLCS, had acquired all of Kannex's interest in              
          them.                                                                       
               Kannex's interest in the BOT Notes could be acquired by                
          Colgate alone or together with MLCS.  If only Colgate purchased             
          Kannex's interest, Colgate would bear all origination and                   
          remarketing costs allocable to that interest.  If Colgate and               
          MLCS purchased or redeemed Kannex's interest pro rata, each would           
          bear a pro rata share of these costs.  Acquisition of Kannex's              
          interest by a combination of these methods would result in the              
          sharing of these costs in some intermediate ratio.  This was the            
          approach that the parties actually adopted, but the evidence                
          suggests that this decision may not yet have been made in                   
          November 1989.  Nevertheless, it is unlikely that Colgate would             
          have acquired any less than a pro rata share of Kannex's                    
          interest, since the opportunity cost of foregoing valuable tax              






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