Several years ago, the Penston Company purchased 90% of the outstanding shares of Swansan Corporation.

Several years ago, the Penston Company purchased 90% of the outstanding shares of Swansan Corporation. The acquisition was made because Swansan produced a vital component used in Penston’s manufacturing process. Penston wanted to ensure an adequate supply of this item at a reasonable price. The remaining 10% of Swansan stock was retained by the former owner, James Swansan, who agreed to continue managing this organization. He was given responsibility over the subsidiary’s daily manufacturing operations but not for any of the financial decisions.The take over of Swansan has proven to be successful undertaking for Penston. The subsidiary has managed to supply all of the parent’s inventory needs as well as distributed a variety of items to outside customers.At a recent meeting, the president of Penston and the company’s chief financial officer began discussing Swansan’s debt position. The subsidiary had a debt-to-equity ratio that seemed unreasonably high considering the significant amount of cash flows being generated by both companies. Payment of the interest expense, especially on the subsidiary’s outstanding bonds, was a major cost, one that the corporate officials hoped to reduce. However, the bond indenture specified that Swansan could retire this debt prior to maturity only by paying 107% of face value.This premium was considered prohibitive. Thus, to avoid contractual problems, Penston acquired a large portion of Swansan’s liability on the open market for 101% of face value. The Penston purchase created an effective loss on the debt of $300,000: the excess of the price over the book value of the debt as reported on Swansan’s books.Company accountants currently are computing the noncontrolling interest’s share of consolidated net income to be reported for the current year. They are unsure about the impact of this $300,000 loss. The subsidiary’s debt was retired, but the decision was made by officials of the parent company. Who lost this $300,000?

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