ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 112

                                       - 70 -                                         
          notes at a price equal to the unpaid principal balance remaining            
          on the amortizing leg.  For BFCE, the hedge swap effectively                
          created a synthetic asset paying an attractive margin over LIBOR,           
          and, for Merrill Capital, a hedge for its payment obligations               
          under the outstanding swap with BOT.                                        
               According to Beder's calculations, the midmarket value of              
          the BOT LIBOR Notes at the time of their sale to BFCE was $11.18            
          million.  The bid-side spread of $220,000 implicit in the                   
          purchase price that BFCE paid ACM for the notes financed the                
          gains shared by Merrill and the bank from the transaction.  See             
          diagram 3 supra p. 68.  Ultimately, the cost of engineering this            
          structured transaction, like the two before it, was borne almost            
          entirely by Colgate.                                                        
          9.  ABN's Investment Management                                             
               In conformity with the requirements for approval of Kannex's           
          loan, den Baas and his colleagues at ABN New York took steps to             
          protect the bank from the risks of Kannex's participation in ACM            
          and to ensure the bank an adequate return.  ABN New York had the            
          authority to implement a comprehensive financial management                 
          program for Kannex by virtue of ABN New York's financial services           
          agreement.  First, Kannex's exposure to the intrinsic interest              
          rate risk of partnership assets would be "fully hedged".  Den               
          Baas never considered relying on the partnership's LIBOR Notes              
          for this purpose.  He made no attempt to evaluate their hedging             






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