ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 64

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                    Perpetual Partnership Cost Component Analysis                     
                                   ( $ millions )                                     
                                                  After Tax      Pretax1              
          Net present value before                                                    
          transaction costs & advisory fee        $25.47         ---                  
          Cost Components:                                                            
          Origination of Citicorp Notes           1.32           $2.00                
          Remarketing of LIBOR Notes              1.29           1.95                 
          Preferred returns to partners           0.74           1.12                 
          Premium on debt tender                  0.48           0.73                 
          Legal expenses                          0.17           0.25                 
          Advisory fee                               1.32         1.75                
               Total                              5.32           7.80                 

          Net present value of partnership                                            
          investment                              20.15     ---                       
               1 In its review of these costs, as part of a separate                  
          document, Colgate translated aftertax amounts into pretax amounts           
          using a 34-percent marginal rate.  The original aftertax estimate           
          of Merrill's advisory fee ($1.32 million) would imply a pretax              
          amount of $2 million.  The discrepancy between this and the $1.75           
          million figure reflected in this separate document was not                  
          explained.                                                                  
               The "origination" cost refers to the transaction cost that             
          the partnership would incur on the exchange of private placement            
          notes for cash and LIBOR Notes.  The remarketing cost represents            
          the transaction cost that would be incurred on the sale of the              
          LIBOR Notes.  The preferred return was an estimate of the                   
          additional allocation of income that the majority partner was               
          expected to require.  The advisory fee was payable to Merrill for           
          its services.  Colgate's management understood that most, if not            
          all, of these costs would be borne by Colgate because all the               
          liability management and tax benefits of the partnership                    





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