1810009 Informal Interpretation

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.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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