0801008 Informal Interpretation

Date

January 14, 2008

Rule

801.1(b), 802.70, 802.71

Staff

Michael Verne

Response/Comments

1. Assuming the grantor trust is irrevocable, the transfer of the assets to it would be exempt under 802.71. If the trust is revocable, your client would still be deemed to hold the assets. 2 Yes - 802.70 only exempts divestiture orders by the DOJ and FTC.

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Question

From: (redacted)

Sent: Monday, January 14, 2008 3:24 PM

To: Verne, B. Michael

Subject: HSR ReportabilityInquiry Mike:

I hope this email finds you well.

Ourclient may have to place certain of its assets into a grantor trust pursuant toa divestiture order issued by the Federal Communications Commission (FCC).During the time that the assets are held in the trust, a separate, independentthird party trustee would make all decisions relating to those assets. A buyer wouldbe found and the assets would eventually be sold to a new owner. Until theassets are sold, our client would have no ability to exercise managerialauthority over the assets, although our client would have all economic riskassociated with the assets.

Two questions come to mind.

1. It does not make sense tome that the transfer of the assets to the grantor trust would be a reportableevent, although I can find no directprecedent for that belief. Is it because our client would still"control" the assets held in the grantor trust vis-a-vis 16 C.F.R. Section 801.1(b)(ii)?

2. Once the trustee finds abuyer for the assets placed in trust, I assume that our client would need tomake a filing at that time since 16. C.F.R. Section 802.70 would not apply. Do you agree?

Appreciate your advice as always.

0801008 Informal Interpretation

Question

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