ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 120

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          transactions on behalf of both counter parties.  With respect to            
          each issue of fixed-rate Colgate debt acquired by the                       
          partnership, Kannex entered into a fixed-for-floating interest              
          rate swap on a notional principal amount corresponding to the               
          dollar amount of Kannex's exposure to interest rate risk on the             
          debt.  Whenever Southampton elected to adjust the Yield Component           
          sharing ratio or Kannex's partnership interest changed, the                 
          notional principal amounts of Kannex's swaps were adjusted to               
          cover the amount of its exposure.  The net effect for Kannex                
          resembled an investment in a portfolio of LIBOR-based assets                
          whose value would not vary in relation to the value of its                  
          LIBOR-based liability under the Revolving Credit Agreement.                 
               The swaps with ABN Cayman Islands effectively offset                   
          Kannex's losses and gains from the intrinsic treasury risk of the           
          Colgate debt held by the partnership.  The swaps also offered               
          Kannex the opportunity to profit from the spread risk of the                
          Colgate debt.  Kannex was required to pay interbank swap rates on           
          its swaps.  The fixed interbank swap rates were determined by               
          adding a spread to the prevailing yields on comparable Treasury             
          securities.  For every piece of Colgate debt purchased, there was           
          a referenced Treasury rate.  To the extent that the yields on the           
          partnership's Colgate debt exceeded these rates, Kannex kept the            
          difference.  ABN profited from the spreads that it earned in                
          hedging its swap positions through coordinated trading of                   






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