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Mr. Parmentier’s failure to seriously evaluate the likely
residual value of the equipment, his willingness to pay an
arbitrary purchase price, and his minimal investment in the
partnership (which would facilitate his abandonment of the
transaction in the event RD Leasing failed to take the next step),
collectively persuade us that Mr. Parmentier and Andantech-Foreign
did not have profit motivation for entering into the sale-leaseback
transaction.
Additionally, the loans to Andantech were attributable to a
desire by UBS and NationsBank to accommodate Comdisco. UBS, which
ultimately provided the approximate $15 million cash needed for the
purchase of the equipment, had provided similar amounts for other
similar Comdisco deals. UBS made the loan to Andantech on the
basis of Comdisco’s creditworthiness and on the basis that the
earlier loans had been paid off, usually within 3 months. On the
other hand, Andantech had minimal assets. Its only means of paying
the interest due on the approximate $15 million loan was from the
rents due from Comdisco. But Andantech had “sold” the Comdisco
rents to NationsBank and was required to use the proceeds received
from NationsBank to pay off the $87 million term note owed to
Comdisco. Thus, after the sale of the Comdisco rents to
NationsBank, Andantech had no means of paying the substantial
interest accruing on the approximate $15 million UBS loan as the
interest became due.
The funds provided by RD Leasing did not just enhance the
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