SEC Division of Corporation Finance no-action letter: FSP Phoenix Tower Corp. Liquidating Trust

Michael J. LaCascia
+1 617 526 6671 (t)
+1 617 526 5000 (f) michael.lacascia@wilmerhale.com Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Request for No-Action Letter on behalf of FSP Phoenix Tower Corp. and FSP Phoenix Tower Corp. Liquidating Trust Securities Exchange Act of 1934 Sections 12 and 13 Ladies and Gentlemen:
We are counsel to FSP Phoenix Tower Corp., a Delaware corporation (the “Company”), and FSP Phoenix Tower Corp. Liquidating Trust (the “Liquidating Trust”). On behalf of the Company and the Liquidating Trust, we hereby request that the staff of the Division of Corporation Finance (the “Staff”) confirm that, under the circumstances described herein, it will not recommend that the Securities and Exchange Commission (the “Commission”) take any enforcement action if the Liquidating Trust, which was established in connection with completing the liquidation of the Company’s assets, does not register or report with respect to the units of beneficial interest in the Liquidating Trust under Sections 12(g) and 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). BACKGROUND OF THE COMPANY AND THE LIQUIDATING TRUST The Company was incorporated on December 19, 2005. It was formed to purchase, own, operate, improve and reposition in the marketplace a thirty-four story multi-tenant office building, known as Phoenix Tower, containing approximately 629,054 rentable square feet of space located on approximately 2.1 acres of land in Houston, Texas (the “Property”). The Company, through its subsidiaries, purchased the Property from an unaffiliated third party for $74,500,000 on February 22, 2006. The Company purchased the property through FSP Phoenix Tower Limited Partnership, a Texas limited partnership, of which the Company was the sole limited partner and of which Phoenix Tower LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability corporation, was the sole general partner. The sole business of FSP Phoenix Tower Limited Partnership was to own and operate the property, and the sole