- 78 -
at 292. While there was some uncertainty regarding the details
of the sale of ML Capital Resources on the dates of the cross-
chain sales, there was no uncertainty that petitioner intended to
sell ML Capital Resources as part of the plan. The totality of
the facts and circumstances convinces us that petitioner had a
firm and fixed plan to dispose of ML Capital Resources in a
carefully orchestrated sequence of steps designed to avoid
corporate-level tax on the transaction. The facts also convince
us that petitioner was prepared to do everything reasonably
possible to facilitate the implementation of that plan.
We find that a firm and fixed plan to dispose of ML Capital
Resources outside the consolidated group existed on the dates of
the cross-chain sales, and that the cross-chain sales, the
distribution of a dividend of the gross sale proceeds, and the
sale of ML Capital Resources were integrated steps in that plan.
3. The 1987 Cross-Chain Sale of Vessel Leasing
Because much of what was said regarding the other 1987
cross-chain sales applies with respect to the cross-chain sale of
Vessel Leasing, we incorporate the foregoing analysis here. What
differentiates the Vessel Leasing sale from the other 1987 cross-
chain sales, however, is a chronology that makes it even easier
to conclude that the Vessel Leasing sale must be integrated with
the sale of ML Capital Resources outside the consolidated group.
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