ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 31

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          discussion of the function that the LIBOR Notes will perform.  In           
          the section entitled "Risk Management Within the Partnership", he           
          calls attention to the importance of the partners' exposure to              
          the interest rate volatility of the Colgate debt in the                     
          partnership portfolio, and states that the partnership will                 
          acquire LIBOR Notes "[t]o minimize the exposure to ABN and                  
          Colgate".  "Based on the process of negotiation, a hedge ratio is           
          going to be negotiated with ABN which may not be a perfect                  
          hedge."  This might be taken to imply that a perfect hedge would            
          be desirable, if possible.                                                  
               But Colgate would not really have wanted a perfect hedge.              
          Indeed, in Pohlschroeder's view, for the foreseeable future,                
          Colgate did not want to reduce its interest rate exposure within            
          the partnership at all.  On the contrary, consistent with his               
          forecast of falling interest rates over the next 3 to 9 months,             
          in a different section of the memorandum Pohlschroeder states               
          that Colgate will use the flexibility of the partnership                    
          structure to increase its exposure within the partnership                   
          substantially above its pro rata share:                                     
                    One of the most important aspects of the                          
                    partnership structure relates to the risk                         
                    management of the interest rate risk as                           
                    negotiated between Colgate and ABN.  Colgate                      
                    will attempt to negotiate a close to 50/50                        
                    sharing of the treasury risk.                                     








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