ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 106

                                       - 64 -                                         
               Up-front payment              0.04 mm     (0.17)mm                     
          Net Present Value                  222,586        88,323                    
          Implied Funding Spread                                                      
          Under LIBOR                            10.39%         10.39%                
               1 The approximate calculations are:  $222,586 savings                  
          divided by $25 million in principal, spread over 2.3 year                   
          duration of principal payments; $88,323 savings divided by                  
          $9,831,661 in principal, spread over 2.3 year duration of                   
          principal payments.                                                         
          This analysis indicates that the source of the banks' expected              
          gains was Merrill's pricing of the Citicorp Notes and LIBOR Notes           
          for purposes of the contingent payment sale.  These prices                  
          reflect sizeable bid-side and ask-side spreads.  Transaction                
          spreads generally tend to be wider for structured transactions              
          than for direct market transactions because structured                      
          transactions are customized to meet the needs of the end users              
          and often incorporate a premium to the dealer for innovations               
          that competitors are unable to replicate.  The spreads implied in           
          Merrill's pricing of the Citicorp Notes and LIBOR Notes                     
          represented the costs of the financial engineering that the                 
          contingent payment sale required.  Accordingly, the costs were              
          charged to ACM.  The banks acquired the Citicorp Notes at the bid           
          price and issued the LIBOR Notes at the ask price.  The spreads             
          on these two instruments could have been expected, at the time of           
          the contingent payment sale, to result in the transfer of a total           
          of about $1.8 to $1.9 million in value from ACM to the banks.               








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