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Date

Tags:

Rule
802.5
Staff
Kristin Shaffer
Response/Comments

For the REIT Exemption to apply, the acquiring person (UPE) or the acquiring entity must be a REIT.

Question

From: Shaffer, Kristin


Sent: Tuesday, October 9, 2018 2:33:17 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]

Subject: RE: REIT Question

For the REIT exemption to apply, the acquiring person (UPE) or the acquiring entity must be a REIT.

Best regards,

Kristin

 

From: [Redacted]


Sent: Tuesday, October 9, 2018 11:58:52 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: REIT Question

Hello,

I hope you had a nice holiday weekend. I am writing to confirm that the Section 7A(c)(1) ordinary course of business exemption that applies when a REIT buys a REIT, also applies in the following separate situations:

Target = REIT

Acquisition Vehicle = REIT

Buyer REIT and Buyer Non-REIT are co-investors in Holdco. Buyer REIT holds a controlling interest in HoldCo and the HoldCo wholly owns (or holds more than 50% in) the Acquisition Vehicle (REIT) that will acquire the Target REIT.

Target = REIT

Acquisition Vehicle = Not a REIT

Buyer REIT and a Buyer Non-REIT are co-investors in Holdco. Buyer REIT holds a controlling interest in HoldCo and the HoldCo wholly owns (or holds more than 50% in) the Acquisition Vehicle that will acquire the Target REIT.

Please confirm whether the REIT/REIT ordinary course of business exemption is applicable to each of these scenarios.

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