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indicate that Comdisco approached NationsBank to “provide
financing” for a sale/leaseback transaction involving a lease
receivable purchase with Comdisco as the obligor. NationsBank
expected the transaction to generate “$168,000 in net interest
income for assuming a short-term, unsecured credit position with
Comdisco”. Although Comdisco had historically prepaid each
receivable purchase transaction funded by NationsBank, Comdisco
could elect not to prepay. “In this situation, NationsBank would
hold a 36 month, unsecured loan to Comdisco at 75bp.”
Under the terms of the term note for the purchase of the
equipment, Andantech’s sale of the rents to NationsBank accelerated
the term note. Andantech directed NationsBank to wire transfer the
proceeds from the rent sale ($87,805,802) to Comdisco in payment of
Andantech’s obligations to Comdisco under the term note.
NationsBank did so, and Comdisco canceled the term note.
The rents owed by Comdisco before the early termination date
were calculated to equal the amount due on the term note. The sale
of those rents to NationsBank was in fact a short-term loan to
Comdisco, and Andantech was required to use the proceeds to pay off
the term note. There was no substance to the financing of the
transaction. See Mapco Inc. v. United States, 556 F.2d at 1110.
iv. The Degree of Adherence to Contractual
Terms
A transaction having economic substance has as one of its
characteristics an intent by the parties of having their agreements
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