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interest acquired" by the Trust. Robertson I states as
follows:
It is apparent that the Trust purchased
interests from Systems that were stripped of much
of their value. The Trust held no right to the
use of, or the proceeds from, the equipment until
the expiration of the Initial User Leases.
Further, the Trust held the right to receive only
approximately half of the net rental proceeds
from the equipment between the end of the Initial
User Leases and the end of the Master Leases.
The other half of the net rental proceeds would
flow to the Equilease entities under the Master
Leases. Thus, the interests in the subject
equipment were limited residual interests.
Thus, for purposes of evaluating the economic substance
of the transaction, we focused on the limited interest
acquired by the Trust rather than on the full fair market
value of the equipment involved. We described that
interest as follows:
that interest was essentially the ownership of
the equipment after the expiration of the Master
Leases plus the right to approximately half of
the net rental stream between the end of the
Initial User Leases and the end of the Master
Leases.
This accords with the Investment Memorandum, quoted above,
and the testimony of petitioners' witnesses that the
economic benefit to the unitholders could arise only from
contingent rents and the residual value of the equipment at
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