H Enterprises International, Inc., and Subsidiaries - Page 15

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          acquisition or holding of the tax-exempt obligations.”  Indian              
          Trail Trading Post, Inc. v. Commissioner, supra at 500 (citations           
          omitted).  HEI, through the Investment Divisions, used the cash             
          portion of the distribution to purchase tax-exempt obligations              
          and domestic shares within weeks of receiving the funds and                 
          maintained a substantial portion of its investment portfolio in             
          such investments for the years in issue.  Accordingly, we find              
          that the borrowed funds were used directly to purchase tax-exempt           
          obligations and domestic shares and that sections 265(a)(2) and             
          246A apply.  See Bradford v. Commissioner, supra at 258 ("Equally           
          clearly, the deduction is not allowable if the proceeds of the              
          borrowing are directly traceable to the purchase of tax-exempts."           
          (Citations omitted.)).  The facts that the borrowed funds were              
          not used by Waldorf II to purchase tax-exempt obligations and               
          Waldorf II had a purpose for incurring the 1987 indebtedness (to            
          make a distribution to HEI) are simply not determinative in the             
          affiliated group context before us.  We are, thus, satisfied                
          that, here, where the borrowing and distribution are all part of            
          a preplanned sequence, the distributed funds are distributed to a           
          parent corporation, and those funds are used to purchase tax-               
          exempt obligations and domestic shares, the required purposive              
          connection has been shown.                                                  
               Petitioner also argues that Waldorf II incurred the 1987               
          indebtedness in order to obtain more advantageous terms on its              
          debt and to implement a new stock purchase plan for its                     



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