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 47

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               defaulted on dividends (or redemption), the preferred                    
               shareholder(s) would take over voting control of U.S.                    
               Company.  This, in turn, would trigger the “excess loss                  
               account” of U.S. Company (that is, the excess of tax                     
               losses previously claimed from this transaction over the                 
               parent company's investment in the U.S. Company) as                      
               immediate taxable income of the parent.  (This would be                  
               a disaster since it plans to never have to trigger the                   
               excess loss account). * * *                                              
               On September 25, 1993, Barbara Spudis with Baker & McKenzie              
          faxed to the firm’s Amsterdam office an urgent request for answers            
          to questions posed by Mr. Temko.  The fax stated in part:                     
                    The client [Comdisco] is planning to close the                      
               transaction involving the LLC on Tuesday, September 28,                  
               1993.  At the last minute, the two original investors                    
               (Swiss individuals) in the transaction appear to have                    
               backed out, and now the client is attempting to replace                  
               them with two Belgian individuals.  In order to do so, we                
               are attempting to describe the entire transaction and                    
               satisfy their counsel as to the minimal risks associated                 
               with the transaction on a rush basis. * * *                              
                         *     *    *    *    *    *    *                               
                    To give you more information about the transaction                  
               I am attaching a description of the facts which was                      
               prepared when Swiss involvement was contemplated. * * *                  
               The entire transaction is expected to involve                            
               approximately $120 million.  Basically, the individuals                  
               forming the company are involved for two months during                   
               which the income allocation occurs and then the interest                 
               is transferred to the U.S. corporate investor who reaps                  
               the benefit of ongoing depreciation deductions.                          
          IV. Formation of Andantech and the Sale-Leaseback (Appendixes A,              
               B, and C)                                                                
               Andantech’s articles of organization were signed on September            
          25, 1993, by Ms. Spudis and Regina Howell, also of the Baker &                
          McKenzie law firm, and the certificate of organization was issued             
          by the Wyoming secretary of state on September 27, 1993.                      

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