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 116




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          value of the equipment at the time of the purchase had little                 
          effect on the pretax profitability of the transaction.  The pretax            
          profitability was dependent on the residual value at the early                
          termination date or the final termination date; the overall                   
          profitability was dependent on the tax savings.  See Zirker v.                
          Commissioner, supra at 976; Helba v. Commissioner, supra at 1005-             
          1007, 1009-1011.                                                              
                               iii. The Structure of the Financing                      
               The structure of the financing is an important factor in                 
          evaluating the claimed economic substance of the sale-leaseback               
          transactions.  Helba v. Commissioner, supra at 1007-1011.  In this            
          case, most of the purchase price of the properties was financed by            
          debt that in reality was functionally identical to nonrecourse                
          obligations.                                                                  
               On numerous occasions, courts have found that a                          
          disproportionately large amount of nonrecourse debt included in the           
          purchase price of a piece of property indicates that a transaction            
          lacks economic substance. See, e.g., Waddell v. Commissioner, 86              
          T.C. 848, 902 (1986), affd. per curiam 841 F.2d 264 (9th Cir.                 
          1988); Elliott v. Commissioner, 84 T.C. 227, 238 (1985), affd.                
          without published opinion 782 F.2d 1027 (3d Cir. 1986); Estate of             
          Baron v. Commissioner, 83 T.C. 542, 552-553 (1984), affd. 798 F.2d            
          65 (2d Cir. 1986).  This is especially true when, as a practical              
          matter, there is little possibility that the debt will ever be                
          paid.                                                                         





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