SecProbe.io

CORRESP
1
filename1.htm

Kutak Rock LLP

1625
Eye Street, NW, Suite 800, Washington, DC 20006-4099

office
202.828.2400

Deborah
S. Froling

(202) 828-2319

deborah.froling@kutakrock.com

January 14, 2020

Mr. Scott Stringer

Office of Trade and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: ICON Leasing Fund Twelve Liquidating Trust

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 22, 2019

File No. 000-53189

Dear Mr. Stringer:

On behalf of ICON Leasing
Fund Twelve Liquidating Trust, a Delaware statutory trust (the “Liquidating Trust”) (as the successor in interest
to ICON Leasing Fund Twelve, LLC, a Delaware limited liability company (“Fund Twelve” and together with the
Liquidating Trust, the “Trust”), we are responding to your comment letter dated December 23, 2019 regarding
the Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”).

Background on Fund Twelve and the Liquidating
Trust

Fund Twelve operated
pursuant to its Limited Liability Company Agreement dated as of April 30, 2007 (the “Fund 12 LLC Agreement”).
Fund Twelve was organized for the objectives and purposes of engaging in the business of acquiring equipment subject to lease,
purchasing equipment and leasing it to third-party end users, and, to a lesser degree, acquiring ownership rights to items of leased
equipment at lease expiration. Fund Twelve initially offered limited liability company interests (the “Fund 12 LLC Interests”)
pursuant to a Registration Statement on Form S-1 declared effective by the Securities and Exchange Commission (the “Commission”)
on May 7, 2007, with the intent to raise up to $410,800,000 of capital. Between May 25, 2007 and April 30, 2009, the final closing
date, Fund Twelve sold a total of 348,826 Fund 12 LLC Interests, representing $347,686,947 of capital contributions. On April 24,
2008, Fund Twelve filed a Form 8-A with the Commission and became subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). From May 25, 2007 to December 31, 2016, Fund Twelve redeemed approximately
491 Fund 12 LLC Interests. Effective as of December 31, 2016, Fund Twelve transferred all of its remaining assets to the Liquidating
Trust enabling Fund Twelve to (i) settle and close its business, (ii) dispose of and convey its property, (iii) discharge
its liabilities and (iv) distribute to the holders of beneficial interests of the Liquidating Trust (the “Fund 12
Beneficial Interests”) any remaining assets, but not for the purpose of continuing the business for which Fund Twelve
was formed.

In accordance with
the Fund Twelve LLC Agreement, on April 30, 2014, Fund Twelve ended its “operating” period and began its “liquidation”
period on May 1, 2014, wherein it proceeded to sell its assets and/or let its investments mature in the ordinary course of business.
Effective December 31, 2016, the Liquidating Trust succeeded to all of the assets and liabilities of Fund Twelve and began operating
pursuant to the ICON Leasing Fund Twelve Liquidating Trust Agreement (the “Liquidating Trust Agreement”) with
the goal of completing the liquidation of the Fund Twelve Liquidating Trust as soon as possible, but in no event later than December
23, 2021, unless otherwise extended.

As of December 31,
2018, the Liquidating Trust (a) had approximately 348,335 Fund 12 Beneficial Interests outstanding, held by 8,712 beneficial owners
of record (the “Fund 12 Beneficial Owners”), and (b) owned the following assets:

 (i) cash;

 (ii) all right, title and interest
in and to all the profits, losses and cash flows related to the Fund Twelve Liquidating Trust’s 75% membership interest
in ICON Radiance, LLC, a Marshall Islands limited liability company1; and

 (iii) all right, title and interest in and to (a) a senior secured term loan to four affiliates of Técnicas
Maritimas Avanzadas, S.A. de C.V. (“TMA”), which matures on January 5, 2021, and (b) shares of common stock representing
9.375% of the issued and outstanding shares of two affiliates of TMA.

Similar to other liquidating
trusts and in accordance with the guidance set forth in the Commission no-action letters discussed below, the Liquidating Trust
Agreement provides the following:

 · Fund 12 Beneficial Interests are not transferable
or assignable, except that they may be assigned or transferred by will, intestate succession, or operation of law.

 · An executor or administrator of a beneficiary’s
estate, solely to pay estate, succession or inheritance taxes or estate administration expenses, may mortgage, pledge, grant a
security interest in, hypothecate or otherwise encumber a Fund 12 Beneficial Interest only upon written notice to, and upon written
consent of, ICON Capital, LLC, the managing trustee (the “Managing Trustee”), which consent may be withheld
in the Managing Trustee’s sole discretion.

 · The Fund 12 Beneficial Interests have
not been, nor will they be, certificated or represented by any form of other instrument. Rather, pursuant to the Liquidating Trust
Agreement, the Managing Trustee will maintain a record of the name and address of each beneficiary and such beneficiary’s
aggregate Fund 12 Beneficial Interests.

 · The Fund 12 Beneficial Interests have
not and will not be listed on any exchange or quoted on any quotation system. Neither the Managing Trustee, the Liquidating Trust
nor any of their affiliates, will take any actions to facilitate or encourage any trading in the Fund 12 Beneficial Interests or
any instrument or interests tied to the value of the Fund 12 Beneficial Interests.

1 As disclosed
in the Annual Report, the Liquidating Trust exited this investment on March 11, 2019. As a result, the only remaining assets currently
owned by the Liquidating Trust include cash and the investment in TMA.

The purpose of the
Liquidating Trust is to liquidate and distribute the assets transferred to it by Fund Twelve. Pursuant to the Liquidating Trust
Agreement, the Liquidating Trust’s activities will be specifically limited to conserving, protecting and selling the assets
transferred to it and distributing the proceeds therefrom, including holding such assets for the benefit of the holders of the
Fund 12 Beneficial Interests, enforcing the rights of the holders of the Fund 12 Beneficial Interests, temporarily investing such
proceeds and collecting income therefrom, providing for the liabilities of the Liquidating Trust, making liquidating distributions
to the holders of the Fund 12 Beneficial Interests and taking other actions as may be necessary to conserve and protect the assets
of the Liquidating Trust and providing for the orderly liquidation thereof.

In accordance with
the terms of the Liquidating Trust Agreement, the Liquidating Trust will terminate upon the earliest of (1) the payment to the
holders of the Fund 12 Beneficial Interests of all of the assets in the Liquidating Trust and (2) December 23, 2021.

Pursuant to the Liquidating
Trust Agreement and consistent with other liquidating trust no-action letters issued by the Commission, the Managing Trustee committed
to continuing to file an annual report with the Commission that includes statements showing the financial position of the Liquidating
Trust at the end of the most recent two years and the income and expenses of the Liquidating Trust for the most recent two years.
In addition, the annual report includes a statement of cash flows to show how changes in the balance sheet accounts and income
affect cash and cash equivalents for the most recent two years. These statements were not prepared under the liquidation basis
of accounting in accordance with Accounting Standards Update No. 2013-07, Liquidation Basis of Accounting, as Fund Twelve’s
Plan does not differ from the plan for liquidation that was contained in the Fund Twelve LLC Agreement since inception. The annual
report also provides disclosures as required by U.S. generally accepted accounting principles (“U.S. GAAP”)
in order for the holders of the Fund 12 Beneficial Interests to understand the changes in the assets and liabilities of the Liquidating
Trust during the reporting period and the actions taken by the Managing Trustee during the calendar year. The financial statements
contained in the annual report are and will be prepared in accordance with U.S. GAAP; however, as the Commission notes, the financial
statements filed with the Commission are not audited by a registered public accounting firm. In addition, the Liquidating Trust
does not file its financial statements in the eXtensible Business Reporting Language (“XBRL”) interactive data format
as an exhibit. Certifications are signed and filed by the co-principal executive officers and principal financial officer of the
Managing Trustee of the Liquidating Trust with the annual report filed under cover of Form 10-K. In this regard, the certification
has been modified from the certification provided in Item 601 of Regulation S-K in the following respects:

• Board of Directors
and Auditors: The Liquidating Trust does not have a Board of Directors and therefore all references to the Board of Directors
of the Liquidating Trust have been deleted. Further, the financial statements included with the annual report filed under cover
of Form 10-K will not be audited and therefore any references to auditors are deleted as well.

• Signatures: Because
the Liquidating Trust does not have a principal executive officer or principal financial officer, the signature requirements for
the certifications will be met by the co-principal executive officers and principal financial officer of the Managing Trustee.
Any reference to Liquidating Trust’s certifying officer(s) in the certification is a reference to the co-principal executive
officers and/or the principal financial officer of the Managing Trustee, as applicable. Each of the co-principal executive officers
and the principal financial officer of the Managing Trustee will sign the certification in his or her individual capacity.

• Internal Controls:
The references in paragraph 4 of the certification to internal controls over financial reporting and the design of such internal
controls are included in certifications accompanying annual reports.

The Managing Trustee
has and will continue to cause the Liquidating Trust to file with the Commission a current report under cover of Form 8-K using
Fund Twelve’s Commission file number (File No. 000-53189) whenever an event occurs for which Form 8-K requires such report
to be filed for the Liquidating Trust or whenever, in the opinion of the Managing Trustee, any other material event relating to
the Liquidating Trust or its assets or liabilities has occurred. Consistent with the liquidating trust line of no-action letters,
the Liquidating Trust will not provide holders of the Fund 12 Beneficial Interests with quarterly reports and, therefore, no quarterly
reports have been filed under cover of Form 10-Q for the Liquidating Trust.

Summary of Liquidating Trust No-Action
Relief Guidance

The Commission or its
staff has in the past consistently agreed to grant relief from the reporting requirements of Sections 13(a) and 15(d) of the Exchange
Act to provide quarterly reports on Form 10-Q and to include audited financial statements in annual reports on Form 10-K to registrants
who have substantially curtailed their operations upon a showing that not filing quarterly reports or including audited financial
statements in annual reports would not significantly alter the total information available to investors and that filing quarterly
reports and including audited annual financial statements in annual reports would present an unnecessary burden or expense. In
addition, the absence of a trading market for the registrant’s securities is one of the staff’s standards for granting
such relief. See Exchange Act Release No. 9660 (June 30, 1972) (Release 34-9660) and the following no-action letters: ICON Income
Fund Nine Liquidating Trust (Pub. Avail. March 26, 2013); G REIT, Inc. and G REIT Liquidating Trust (Pub. Avail. February
25, 2008); ICON Cash Flow Partners L.P. Seven and ICON Cash Flow Partners L.P. Seven Liquidating Trust (Pub. Avail. Aug.
14, 2007); T REIT, Inc. and T REIT Liquidating Trust (Pub. Avail. Aug. 9, 2007); Global Preferred Holdings, Inc.
(Pub. Avail. July 18, 2006); Cygnus, Inc. (Pub. Avail. March 27, 2006); FORE Holdings LLC and FORE Holdings Liquidating
Trust (Pub. Avail. December 1, 2005); Shelbourne Properties et al. (Pub. Avail. Apr. 29, 2004); Wilmington Trust
Company et al. (Pub. Avail Feb. 26, 2003); PLM Equipment Growth Fund III, Liquidating Trust (Pub. Avail. June 9, 2003);
and Burnham Pacific Properties, Inc., BPP Liquidating Trust (Pub. Avail. June 21, 2002).

The Liquidating Trust
has no ongoing operations and operates exclusively to liquidate its few remaining assets, pay its expenses and obligations and
distribute cash to the holders of the Fund 12 Beneficial Interests. The Liquidating Trust will not operate in any capacity to acquire
additional investments. The Fund 12 Beneficial Interests are not, and will not be, listed on any exchange or otherwise actively
traded. Neither the Managing Trustee, the Liquidating Trust, nor any of their affiliates will take any actions to facilitate or
encourage any trading in the Fund 12 Beneficial Interests nor any instrument or interest tied to the value of the Fund 12 Beneficial
Interests.

We do not believe that
the Liquidating Trust is an issuer of “equity securities” within the meaning of Section 12 of the Exchange Act; and
accordingly, registration of the Fund 12 Beneficial Interests pursuant to the Exchange Act is not required. The Liquidating Trust’s
sole purpose is to liquidate the assets, distribute the cash and the cash proceeds received therefrom and satisfy the liabilities
with respect to the assets transferred to it. The Liquidating Trust will terminate, unless its term is extended, upon the earlier
to occur of (i) the payment to the holders of the Fund 12 Beneficial Interests of all of the proceeds from the assets in the
Liquidating Trust and (ii) December 23, 2021. Without limiting the foregoing, the Liquidating Trust will not have any objective
to continue or engage in the conduct of any trade or business. No certificates representing the Fund 12 Beneficial Interests have
been, nor will they be, issued, and the Fund 12 Beneficial Interests will not be transferable except that they will be assignable
or transferable by will, intestate succession, or operation of law. There is no trading market, nor will there be a trading market,
for the Fund 12 Beneficial Interests. Due to the restriction on transfer and the lack of a trading market for the Fund 12 Beneficial
Interests, there is no need for the general public to have access to the type of information about the Liquidating Trust required
by Section 13 of the Exchange Act. Holders of the Fund 12 Beneficial Interests, however, will continue to have access to annual
and current reports filed under cover of Form 10-K (with the modified certifications described above) and 8-K, respectively. In
similar circumstances, the staff of the Division of Corporation Finance has consistently stated that it would not recommend any
enforcement action in the absence of registration of beneficial interests in a liquidating trust. See, e.g., G REIT,
Inc. and G REIT Liquidating Trust, supra; ICON Cash Flow Partners L.P. Seven and ICON Cash Flow Partners L.P. Seven Liquidating
Trust, supra; T REIT, Inc. and T REIT Liquidating Trust, supra; PLM Equipment Growth Fund III, Liquidating Trust, supra; Burnham
Pacific Properties, Inc., PBB Liquidating Trust, supra.

Compliance with the
reporting obligations of the Exchange Act would place an unreasonable financial and administrative burden on the Liquidating Trust
and significantly red