Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 33

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          to two end users requested written consent for a sale to “a bank            
          with a combined capital and surplus of at least $50,000,000”.  A            
          letter to another end user stated that the sale was to a Wyoming            
          limited liability company.  The letters to the end users also               
          stated that Comdisco had the option to repurchase the equipment at          
          the end of the lease and “expect[ed] to do so”.                             
               On August 30, 1993, Ms. Grossman faxed CIG Norwest’s credit            
          standards for end users of the equipment.6                                  
               B.   NEFI’s Credit Approval Presentation                               
               Mark Valentine, assistant vice president of credit for NEFI,           
          managed a staff of credit analysts and officers.  His role in the           
          sale-leaseback transaction involved herein was limited to reviewing         
          Comdisco’s creditworthiness and ability to service any acquired             
          portfolio of leased computers.                                              
               On September 2, 1993, having received information regarding            
          the proposed sale-leaseback transaction from Ms. Grossman, Mr.              
          Valentine authorized a “Transaction Credit Analysis”, referred to           
          within NEFI as a “Credit Approval Presentation” (CAP).  The stated          
          purpose of the CAP was to review “Comdisco’s ability to service an          
          acquired portfolio and, in the event of a sub-leasee default,               
          replace equipment leases.”  The CAP emphasized that the risk of the         

               6    The creditworthiness of the end user was important                
          because the computers sold (as well as the rents due Comdisco               
          from the end users) had been used by Comdisco as collateral to              
          secure its own loans and were subject to the existing liens.                
          Ms. Grossman, however, did not inquire into the amounts of the              
          existing liens, and that information was not provided to her.               

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