Advisory. Financial Services. Grantor Trusts: Pass-Through Tax Treatment Comes to the Regular Public Offering Process. January 2007 Vol. 1, No.

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1 Grantor Trusts: Pass-Through Tax Treatment Comes to the Regular Public Offering Process Certain issuers in the public markets in 2006 successfully employed a new investment vehicle called a grantor trust. The grantor trust is usually organized under Delaware law and is similar to a publicly-traded partnership, and, when operating as a passive conduit to interest holders of the income and losses generated by the trust s investments, may likewise pass through any tax consequences related to such income and losses. January 2007 Vol. 1, No. 1 Certain issuers in the public markets in 2006 successfully employed a new investment vehicle called a grantor trust. Tax Overview Most publicly traded entities are subject to double taxation as corporations. They are subject to taxation on their income at rates ranging from 15% to 35% (not including state or local taxes) at the entity level, and any dividends they pay are taxable generally at a flat rate of 15% on such distributions when received by shareholders (unless the shareholder receiving the dividend is not itself subject to taxation). This double taxation can significantly reduce investor total return, and the attractiveness of an entity s securities as an investment. Grantor trusts provide a structure for achieving pass-through tax treatment that delivers the entity s fullest possible return to interest holders. Interest holders receive Form 1099 tax statements at year-end, versus the Form K-1s distributed by partnerships, which also makes the grantor trust structure a more investor friendly model. Structure Publicly traded grantor trusts are designed to hold only interests of a subsidiary limited liability company ( LLC ) which acts as an operating or holding company that also qualifies for pass-through tax treatment. The classification as a grantor trust depends on an entity meeting the requirements for a trust under federal tax law, as distinct from a business entity such as a corporation or partnership. This distinction depends primarily on the grantor trust being considered a passive investment vehicle under which the trustees have no ability to vary the interests of the beneficial holders, and instead merely hold legal title to the trust assets and pass through the income and losses generated to those beneficial owners. The grantor trust seeks to meet this test by expressly limiting the authority of the trustees to holding the interests in a subordinate holding company and not disposing of those interests and reinvesting in other assets.

2 An Example Organizational Structure. The following chart illustrates a sample structure and ownership:

3 Under the organizational documents, the Trust is required to vote all of its common units in proportion to the manner in which holders of common shares vote their common shares. Corporate Governance. The corporate governance structure is substantially similar to that of a traditional holding company formed as a Delaware corporation. The most significant typical features of the corporate governance structure are summarized below: The Trust is organized as a Delaware statutory trust and will initially be the sole member of the Company. Under the organizational documents, the Trust is required to vote all of its common units in proportion to the manner in which holders of common shares vote their common shares. The Board will not be staggered and all of its directors will be subject to re election annually. Holders of the Trust s common shares will have authority (with the requisite minimum number of votes) to call special meetings of members of the Company, on a pass-through voting basis, to elect and remove the directors of the Company, consent to amendments to the limited liability company agreement of the Company (the LLC Agreement ) and to take certain other actions and exercise certain other rights of the holders of common units. The directors of the Company will owe substantially similar fiduciary duties to the Company and its equity holders as the directors of a Delaware business corporation owe to the corporation and its stockholders. The directors will supervise the activities of the Company and its subsidiaries, including through adoption of various guidelines applicable to Management LLC as the Company s manager. The directors will also establish various board committees, including an audit committee, a compensation committee and a nominating and corporate governance committee, to assist them in supervising the activities of the Company and its subsidiaries. The Trust and the Company will each adopt a code of ethics relating to the conduct of the business enterprise. Like a Delaware corporation, neither the Trust nor the Company is permitted to engage in certain business combination transactions, such as mergers, consolidations, or sales, leases or exchanges of all or substantially all of their assets, without first obtaining the approval of a majority of the Board and holders of at least a majority of the outstanding common shares or common units, as applicable. In addition, certain provisions of the Trust Agreement and the LLC Agreement which are based on Section 203 of the Delaware General Corporate Law require certain business combinations involving interested shareholders to be approved by the affirmative vote of the holders of at least 80% of the outstanding common shares or common units, as applicable (other than those common shares or common units, as applicable, held by the interested shareholder or any affiliate or associate thereof). The Trust itself will hold no assets other than its interest in the Company and will, pursuant to its terms, be prohibited from acquiring any assets other than interests in the Company.

4 The income that will be generated through these subsidiaries is usually dividend or interest income which is considered qualifying income and enables the LLC to satisfy the test to be treated as a pass-through entity. Financial Services Income Tax Concerns LLCs are also normally treated as pass-through entities for tax purposes unless they affirmatively elect to be treated as corporations. However, if an LLC is deemed to be publicly-traded, it may lose this default classification unless it meets particular income tests. Specifically, a publicly-traded LLC may be treated as a pass-through entity for tax purposes if at least 90% of its gross income consists of qualifying income. For these purposes, qualifying income is generally passive-type income, as opposed to income from operating businesses, but is specifically described as the following: interest dividends real property rents gain from the sale or other disposition of real property certain income and gains derived from activities concerning minerals and natural resources gain from the sale or disposition of any capital asset which is held for the production of any of the foregoing types of income any other income that would otherwise qualify as good income for purposes of the regulated investment company ( RIC ) tests or the real estate investment trust ( REIT ) tests. Usually, the LLC serving as the holding company in the grantor trust structure derives the vast majority (over 90%) of its income from subsidiary entities that are majority-owned operating companies organized as C corporations for federal tax purposes, or from other assets generating passive-type income. The income that will be generated through these subsidiaries is usually dividend or interest income which is considered qualifying income and enables the LLC to satisfy the test to be treated as a passthrough entity. If the ownership of an LLC is held privately, the LLC has greater flexibility in the nature of its assets and the income produced while retaining the pass-through tax benefits. Having the LLC holding company owned by the grantor trust rather than directly issuing its ownership interests to the public affords another layer of protection for the pass-through tax treatment that is desired, while providing increased investment flexibility for the pass-through public entity. Investment Company Concerns The layering of entities that provides the positive result of pass-through tax treatment also exposes the structure to the very negative possibility of regulation as an investment company at both the trust and LLC levels. The Investment Company Act ( 1940 Act ) extends its reach to include a variety of non traditional-investment-company enterprises through Section 3(a)(1)(C). That section defines as an investment company any issuer who

5 A number of other, substantive exclusions and exemptions exist however, resulting from public policy determinations that the specified activities are outside the scope of intended regulation. owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer s total assets (exclusive of government securities and cash items) on an unconsolidated basis. Because the grantor trust exclusively holds the shares of the LLC as its assets, and because the LLC enterprise typically holds the securities of one or more other entities as its assets, both entities must find an exclusion or exemption from the requirement to register as an investment company or the advantage of the investment structure is lost. Investment securities is a defined term excluding government securities, securities issued by employee securities companies, and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company provided by Sections 3(c)(1) or 3(c)(7) of the 1940 Act. Section 3(c)(1) excludes entities with 100 or fewer shareholders, and Section 3(c)(7) excludes offerings made only to qualified investors, typically high net worth individuals or large institutions. Most private equity funds depend upon these exclusions for their operation. A number of other, substantive exclusions and exemptions exist however, resulting from public policy determinations that the specified activities are outside the scope of intended regulation. Structuring a public investment of this nature that is not subject to the substantive provisions of the 1940 Act has depended upon successfully qualifying for one of these other substantive exclusions or exemptions. Of use in the grantor trust structure are approximately nine exceptions or exclusions in or under the 1940 Act: Section 3(c)(5) of the 1940 Act excludes businesses "primarily engaged in" (A) the purchase of interests related to the sales price of merchandise, insurance and services; (B) making loans to manufacturers, wholesalers, retailers and prospective purchasers of specific merchandise, insurance and services; or (C) the purchase of mortgages and other interests in or liens on real estate. Section 3(c)(6) of the 1940 Act permits an enterprise to engage in a combination of activities through majority-owned subsidiaries, including traditional banking, insurance, the extension of small or industrial loans, purchasing asset-backed securities, operating financing vehicles for specific merchandise, insurance or services, and investing in mortgage or other interests in real property. Provided these activities comprise at least 25% of the enterprise's gross income, the enterprise may also engage in additional businesses (other than investing, reinvesting, owning, holding or trading in securities). Section 3(c)(9) of the 1940 Act excludes businesses concentrating in oil, gas and mineral interests. Rule 3a-1 exempts traditional holding company activity in non-investment company businesses meeting certain requirements.

6 These exclusions appear somewhat dense in their description, but as a practical matter permit a wide variety of activity, from mezzanine lending to the operation of traditional holding company structures. Rule 3a-3 provides a "reverse" exemption for a holding company otherwise meeting the definition of investment company that is wholly owned by (a) a non-investment company, (b) a Rule 3a-1 company, or (c) a company (i) wholly owning other non-investment company subsidiaries (Section 3(b)(1) exclusion) or (ii) deemed by order from the SEC to be wholly owning other non-investment company subsidiaries (Section 3(b)(2) exclusion). Rule 3a-5 exempts securities of finance subsidiaries provided the parent company unconditionally guarantees any public securities they offer, and that the finance subsidiary invests at least 85% of any cash raised in the parent or companies controlled by the parent, among other conditions. Rule 3a-7 permits ownership by an investing company of static pools, securitizations that provide passive sources of streaming income meeting certain eligibility requirements. Rule 3a-8 provides an exclusion for companies devoting significant resources to research and development activity and that make securities investments largely for capital preservation purposes. These exclusions appear somewhat dense in their description, but as a practical matter permit a wide variety of activity, from mezzanine lending to the operation of traditional holding company structures. In 2006, Compass Diversified Trust and Highland Financial Trust offer prime examples of the versatility of the grantor trust structure. Compass offered to the public a straight holding company formula involving the ownership of retailers, manufacturers and service providers pursuant to the Rule 3a-1 exclusion. Highland generates income through the majority ownership of entities investing in various collateralized debt obligations, qualifying for the Rule 3a-7 exclusion. The grantor trust structure offers a substantial framework within which entrepreneurial investing may flourish without the disincentive of double taxation. Where that framework might run afoul of investment company regulation, alternatives exist for innovative investment activity falling outside the areas targeted for statutory governance. If you would like to learn more about the grantor trust structure and its various defining elements, please contact any of the attorneys in our Financial Services Practice Group.

7 ATLANTA OFFICE Atlantic Station th Street NW, Suite 1700 Atlanta, GA Telephone: BOSTON OFFICE 66 Long Wharf Boston, MA Telephone: CHARLESTON OFFICE Liberty Center, 6th Floor 151 Meeting Street Charleston, SC Telephone: CHARLOTTE OFFICE Bank of America Corporate Center 42nd Floor, 100 North Tryon St. Charlotte, NC Telephone: COLUMBIA OFFICE Meridian, 17th Floor 1320 Main Street Columbia, SC Telephone: GREENVILLE OFFICE Poinsett Plaza, 9th Floor 104 South Main Street Greenville, SC Telephone: MYRTLE BEACH OFFICE Beach First Center, 3rd Floor 3751 Grissom Parkway Myrtle Beach, SC Telephone: RALEIGH OFFICE GlenLake One, 2nd Floor 4140 Parklake Avenue Raleigh, NC Telephone: This Financial Services is published by Nelson Mullins Riley & Scarborough LLP to present a summary of significant developments to our clients and friends. It is intended to be informational and does not constitute legal advice regarding any specific situation. This material may also be considered advertising under applicable court rules. If you have any questions or would like additional information, please contact any of the following Nelson Mullins attorneys: Jonathan H. Talcott jon.talcott@nelsonmullins.com Kathryn C. Kling kathryn.kling@nelsonmullins.com Janis F. Kerns janis.kerns@nelsonmullins.com Stephani M. Hildebrandt stephani.hildebrandt@nelsonmullins.com Mary Q. Lutz mary.lutz@nelsonmullins.com Jennifer B. Pfeffer jennifer.pfeffer@nelsonmullins.com WASHINGTON OFFICE 101 Constitution Avenue, NW Suite 900 Washington, DC Telephone: WINSTON-SALEM OFFICE 380 Knollwood Street Suite 530 Winston-Salem, NC Telephone:

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