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(the Supreme Court utilized a factual analysis in determining
that the transaction was a sale-leaseback). This Court has
traditionally treated a sale-leaseback as a sham transaction if
the taxpayer was motivated by no business purpose other than tax
benefits and if the transaction has no economic substance because
no reasonable possibility of a profit exists. See Rice’s Toyota
World Inc. v. Commissioner, 81 T.C. 184 (1983), affd. in part,
revd. in part 752 F.2d 89 (4th Cir. 1985). In deciding whether a
transaction should be treated as a sale-leaseback or a financing
arrangement for Federal tax purposes, we often consider factors
such as: (1) Whether the purchase price of the original sale-
leaseback received by the “lessee” is less than the fair market
value of the property; (2) who bears the risks and
responsibilities of ownership; (3) the terms under which the
payments are made; (4) whether the repurchase price is less than
the fair market value of the property; (5) who participates in
the profits or appreciation in value of the property; and (6) the
intent of the parties. See, e.g., Helvering v. F.& R. Lazarus &
Co., 308 U.S. 252 (1939); Sun Oil Co. v. Commissioner, 562 F.2d
258 (3d Cir. 1977), revg. T.C. Memo. 1976-40; American Realty
Trust v. United States, 498 F.2d 1194 (4th Cir. 1974); Illinois
Power Co. v. Commissioner, 87 T.C. 1417 (1986); Hilton v.
Commissioner, 74 T.C. 305 (1980), affd. 671 F.2d 316 (9th Cir.
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