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Date
Rule
15USC18a(c)(2) 7A(c)(2), 802.5
Staff
Michael Verne
Response/Comments
No, if the loans are secured by something other than real property they would not be exempt.

Question

From: (redacted)

Sent: Monday, February 13, 2006 12:20 PM

To: Verne, B. Michael

Subject:REIT Question

Hi Mike.

Ihope you are doing well.

Aparty is intending to acquire voting securities of a REIT. The REIT holds onlyloans -- some of which it originated and some of which it purchased. It also createsentities to hold loans it purchases and sells the securities of such entitiesto third parties.

Tothe extent that the loans held by the REIT are realty backed, I understand thatthey would be HSR exempt assets. Would loans held by the REIT necessarily notbe exempt if they are not realty backed?

Iappreciate your help.

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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