EFTA02486695

From: jeffrey E. <jeevacation@gmail.com> Sent: Sunday, September 20, 2015 12:19 PM To: Halperin, Alan Subject: Re: could you call me On Sun, Sep 20, 2015 at 8:13 AM, Ha=perin, Alan S < >> wrote: Hi Jeff. As you know, we must consider these questions in the context of ot=er facts, such as: 1. The grantor does not have other assets readily available to use=as currency to buy the GRAT assets at today's value (and then start ov=r); 2. The grantor already has ensured the success of early GRATS (created by C=rlyn) via purchase; 3. We still need to address the $1.6 b note; 4.=The GRAT rules prohibit commutation and a purchase of the GRAT assets in e=change for a note may be viewed as a commutation; and 5.=We should assume that, at some point, the GRATs will be examined.</=iv> A =RAT, as you know, is riskless from an estate planning perspective: if asse=s appreciate, the appreciation passes outside the estate without gift or e=tate tax; if the assets do not appreciate, they are returned to the grantor, with little impact. With thi= in mind, you counseled that we should create two-year GRATs, with quarter=y payments. This plan accelerates the opportunities to capture the ups (an= minimize drag caused by downside movement) and provides cashflow to the grantor at a faster pace. The plan =till makes sense if the stock cooperates. In=light of the circumstances, including those noted in your email, I would n=t have the grantor acquire or swap assets from the GRATs, particularly for=a note. I therefore would leave the existing GRATs in place. As=additional assets become available, via annuity payments, we could use the=distributed interests as currency to repay part of the debt (particularly =f the price has gone up), but being mindful of 16b. (However, he the grantor would lose the cash flow=with respect to the transferred interest.) We also could consider longer t=rm GRATs. And we also may want to explore techniques to get a stepped up b=sis. And finally, we might want to re-visit the freeze partnership idea. Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison =LP 1285 Avenue of the Americas I New York =C2 NY 10019-6064 From: jeffrey E. Sent: Sunday, September 20, 2015 6:43 AM To: Halperin, Alan S Subject: obviously his grats are all underwater„ =gap grats.? installment sale outright sway. etc. m=re likely than not he will sell stock during the next two years. windows? =isclosures. restrictions on exchange and tax triggers? please note EFTA_R1_01605772 EFTA02486695 The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved This message is intended only fo= the use of the Addressee and may contain information that is privileged a=d confidential. If you are not the intended recipient, you are hereby not=fied that any dissemination of this communication is strictly prohibited. =If you have received this communication in error, please erase all copies =f the message and its attachments and notify us immediately.=/p> please =ote The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved 2 EFTA_R1_01605773 EFTA02486696