Salina Partnership LP - Page 32




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          projected that under normal market conditions, the MAPS strategy            
          would allow FPL to earn between 4 and 7 percent over Treasury bills         
          which were then yielding approximately 3 percent.  In fact,                 
          respondent concedes that Mr. Silverstein’s projections were                 
          reasonable.                                                                 
               Relying upon Sheldon v. Commissioner, supra, and Saba v.               
          Commissioner, supra, respondent contends that the transaction               
          lacked economic substance on the ground that FPL’s potential                
          profits were de minimis when compared with the potential tax                
          benefit.  In particular, respondent reasons that while FPL stood to         
          earn approximately $5.3 million annually on its investment, the             
          transaction provided the potential for FPL to save up to $118.8             
          million in taxes.  Respondent’s computation of $118.8 million is            
          based upon the assumption that FPL would have been unable to use            
          any of its CPG loss during the applicable 5-year loss carryover             
          period prescribed in section 1212(a)(1)(C).                                 
               Respondent’s view of the potential tax benefit associated with         
          FPL’s Salina investment is significantly inflated.  The record              
          reveals that FPL was in the process of restructuring its operations         
          by selling noncore businesses in order to concentrate on its                
          utility businesses.  FPL’s sale of CPG was undertaken as part of            
          this restructuring.  We are convinced that, as of late 1992, FPL            
          reasonably anticipated that it would realize substantial capital            
          gains over the next several years on the sale of various                    






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