Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 109




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              K.  Termination of the 4 LIBOR Notes                                    
              On August 1, 1991, the 4 Sumitomo LIBOR notes held by BFCE              
         were terminated in exchange for Sumitomo's payment of $15,223,523            
         to BFCE.                                                                     
              L.  Termination of the IBJ CDs                                          
              On August 14, 1990, Sumitomo transferred the IBJ CDs to                 
         Sumitomo Bank Limited, Cayman Branch (Sumitomo Cayman).  Sumitomo            
         Cayman elected to exercise its put option with respect to the IBJ            
         CDs effective January 15, 1992.                                              
         VIII.  Otrabanda-Related Swaps                                               
              A.  Otrabanda Swap                                                      
              On June 29, 1990, concurrent with Otrabanda's purchase of               
         the IBJ CDs, Otrabanda entered into an interest rate swap with               
         Merrill Lynch.  The swap, which was used to transform Otrabanda's            
         return on the IBJ CDs from a floating LIBOR-based rate to one                
         based on Treasury bills, was terminated on July 27, 1990,                    
         concurrent with Otrabanda' sale of the IBJ CDs.                              
              B.  Sumitomo Swaps                                                      
              Merrill Lynch offered Sumitomo a structured transaction in              
         connection with its purchase of the IBJ CDs for cash and LIBOR               
         notes.  In particular, Merrill Lynch and Sumitomo executed a swap            
         that provided Sumitomo with both an asset and liability that were            
         attractively priced versus other alternatives in the market.  The            
         Sumitomo swap was designed to replicate the economic effect of               






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