1810009 Informal Interpretation

1
Sheinberg, Samuel I.
From:
Sent: 	Tuesday, October 09, 2018 2:33 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Whitehead,
Nora
Subject: 	FW: REIT Question
From: Shaffer, Kristin
Sent: Tuesday, October 9, 2018 2:33:17 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp
Subject:
For the REIT exemption to apply, the acquiring person (UPE) or the acquiring entity must be a REIT.
Best regards,
Kristin
From:
Sent: Tuesday, October 9, 2018 11:58:52 AM (UTC-05:00) Eastern Time (US & Canada)
To:
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:
1. 	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.
2. 	Target = REIT
Acquisition Vehicle = Not a REIT

2
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.
Thanks very much for your guidance.
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