ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 80

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          transactions.  By facsimile dated November 9, BOT Capital Markets           
          Group sent an urgent request for credit approval to the head                
          office in Tokyo, attaching "all details of the transaction".                
          Merrill required that the agreements be executed within a few               
          days and any delay was likely to result in loss of the deal.  On            
          November 10, Merrill informed the banks that, at the asset                  
          seller's request, the transaction would be divided between them:            
          BOT would purchase $125 million of the Citicorp Notes and BFCE              
          would purchase $50 million.                                                 
               If the amount and timing of the partnership's cash needs               
          were so clearly foreseen at the beginning of November, it was in            
          large part because by this time preparations for the acquisition            
          of Colgate debt were also well advanced.  The Met Note, Long                
          Bonds, and Euro Notes that the Partnership Committee directed               
          Merrill and ABN to acquire had been targeted for acquisition                
          months earlier.  Merrill's first "Partnership Transaction                   
          Summary", prepared in July, had contemplated that the partnership           
          would purchase these three issues, using approximately $140                 
          million cash from the sale of the private placement notes.                  
          During the summer, Pohlschroeder had told Fields that he knew               
          that Met Life would be willing to sell the Met Note and could               
          probably be induced to sell it immediately.  He had arrived at              
          the conclusion as a result of recent unsuccessful attempts by the           
          insurance company to renegotiate the loan agreement.  Both the              
          Long Bonds and Euro Notes were identified as good candidates                




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