Hubert Enterprises, Inc. and Subsidiaries, et al. - Page 41

                                        -41-                                          
          Commissioner, supra at 640; Calumet Indus., Inc. v. Commissioner,           
          95 T.C. 257, 287 (1990).                                                    
               We do not believe that a creditor dealing at arm’s length              
          would have made the transfers to ALSL under the terms that                  
          petitioners allege were entered into between ALSL and HEI.  In              
          fact, ALD discussed borrowing funds from a commercial lender;               
          i.e., Provident.  Although Provident did not lend any funds to              
          ALD, the terms of the proposed financing arrangement were                   
          different in many regards from those contained in the ALSL note.            
          First, Provident would have required that HEI be a co-maker of              
          the note.  Second, Provident would have required that HEI agree             
          to certain financial covenants such as the maintenance of a                 
          stated debt to equity ratio and a stated minimum net worth.                 
          Third, Provident would have required the borrower to provide                
          security, collateral, and earnest money and to pay accrued                  
          interest and principal monthly.  Fourth, Provident would have               
          required that ALD have in the first phase of construction at                
          least 45 firm contracts to purchase condominium units with a                
          total gross sale price of at least $10.8 million and total                  
          initial earnest money deposits of at least $1.62 million.  Fifth,           
          Provident would have required that any earnest money from the               
          sales be deposited with Provident.  None of these requirements,             
          or anything like them, was contained in the financing arrangement           
          between ALSL and HEI.                                                       






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