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Legal and tax risk for ABN will be covered by opinions
of legal and tax counsel. Furthermore the proposed
structure for ABN that follows will in itself provide a
protection against U.S. tax liabilities.
den Baas summarized ABN's remuneration for participating in the
partnerships as follows:
The remuneration for ABN * * * will be 70-80 bps.
spread over the outstanding participation plus $100,000
upfront fee and all out of pocket expenses covered
(legal fees etc.). Since the structure itself will not
carry the possibilities for this level of remuneration
the income will be received by ABN New York in upfront
payments made by the corporation.
ABN eventually formed partnerships with several U.S.
corporations.
In early 1990, Merrill Lynch representatives contacted den
Baas and inquired whether ABN would enter into a partnership with
Brunswick. On February 15, 1990, den Baas drafted a memorandum
proposing a $180 million facility or loan to a Netherland
Antilles special purpose corporation (SPC) that would be managed
by ABN Trust and would enter into a partnership with Brunswick.
The memorandum stated in pertinent part:
ABN will receive again an upfront fee representing 75
bps over LIBOR over the outstanding plus the 15 bps
funding difference between LIBOR and CP [commercial
paper] upfront. The amount will be around $600,000 but
we have negotiated a minimum fee of $750,000 upfront
excluding ABN Trust Curacao's fees.
On the same date, den Baas drafted a credit proposal which
included a description of the partnership's anticipated
investment activities, including the purchase in the last week of
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