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debt for liability management purposes. He also stated that a
contingent payment sale was contemplated, and that ABN's
participation would be limited to 2-3 years. Den Baas forwarded
Taylor's inquiry to Peter de Beer (de Beer), head of the legal
department of ABN Trust Co., Curacao N.V. (ABN Trust), who would
be responsible for structuring the legal aspects of the
participation and negotiating the agreements. ABN Trust was
engaged in the business of forming and managing Netherlands
Antilles' entities to facilitate financial transactions. De Beer
agreed to meet Colgate representatives in Bermuda during the
middle of October 1989. He learned of the liability management
aspects of the proposed partnership only when actual negotiations
with Colgate began.
Based on prior dealings with Merrill, both den Baas and
de Beer were already familiar with the CINS transaction and the
defined role of the participating foreign partner. Taylor had
discussed the transaction with den Baas during its development
phase early in 1989. Taylor had previously approached den Baas
to solicit ABN's participation in a CINS transaction on behalf of
at least one other client. In that case too, den Baas had
referred him to de Beer, who had represented ABN in the ensuing
negotiations.
For a number of reasons, ABN was well suited for the role of
majority partner in Colgate's liability management partnership.
An ABN affiliate created and managed the foreign partners for
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