ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 36

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          on the LIBOR Notes would offset approximately $906,000 ($5.31               
          million x .1707) of its share of the loss.  After distribution of           
          the BFCE Notes, a 200 basis point increase in interest rates                
          would have generated a $3.79 million offsetting gain on the                 
          remaining LIBOR Notes, of which Southampton would have been                 
          entitled to only $478,000, in proportion to its 12.6 percent                
          post-distribution partnership interest.  When Colgate would have            
          reviewed the results of Merrill's analysis and planned with                 
          Merrill the distribution and sale of the BFCE Notes, it would               
          have understood that the discounted present value of the                    
          transaction costs that it would bear in connection with the                 
          acquisition and sale of the LIBOR Notes would be in the vicinity            
          of $2-3 million.  The potential hedging benefits would properly             
          be discounted for uncertainty.  Let us assume, for example, that            
          there was a weighted average probability of 50 percent that                 
          interest rates would rise by an average of 200 basis points                 
          during the foreseeable future.  A 50-percent probability is still           
          clearly an overstatement, given the declining interest rate                 
          environment predicted in the implied forward rates that Beder               
          estimated, in the market swap rates that Merrill used to price              
          the LIBOR Notes, and in the Colgate treasury department's own               
          forecasts.  Nevertheless, even under this extreme assumption, the           
          maximum hedging benefit that could be expected during the                   







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