1211013 Informal Interpretation

From:

(Redacted)

Sent:

Tuesday, November 20, 2012 8:07 AM

To:

Verne, B. Michael

Subject:

RE: REITs

HiMike.

Verysorry to trouble you on this REIT question, especially since I know this weekis crazy busy. Just checking in though to see if you will be able to get backto me today.

From: (Redacted)
Sent: Thursday, November 15, 2012 7:31 PM
To: 'Verne, B. Michael'
Subject: REITs

HiMike.

Ihope you are doing well.

Iam writing to confirm that Informal Interpretation 0501003 still reflectscurrent PNO thinking.

Specifically,we are analyzing whether the acquisition of interests of a REIT (REIT X) wouldbe HSR reportable. REIT X is organized as a trust under Maryland law (like theREIT in Informal Interpretation 0501003). Specifically, the relevant law is theMaryland REIT Law, which is Title 8 of the Maryland Corporations andAssociations Laws. The law defines a "real estate investment trust"as an "unincorporated business trust formed under [Title 8] in whichproperty is acquired, held, managed, administered, controlled, invested, ordisposed of for the benefit and profit of any person who may become a shareholder."It is distinguished from a common law "business trust."

REITX has a board of trustees and the securities that would be acquired have rightsto vote for trustees.

Wouldthe acquisition of REIT X securities by X not be HSR reportable so long as X wouldnot acquire interests in REIT X entitling it to at least 50% of the profits orassets of REIT X? Is this the case despite the fact that the definition ofnon-corporate interests states that "unincorporated entities do notinclude trusts that are irrevocable and/or in which the settlor does not retaina reversionary interest and any interest in such a trust is not a non-corporateinterest as defined by this rule."

IfREIT X does not qualify as an unincorporated entity, how should we treat it forHSR purposes?