Question
February 27, 2007
VIAE-MAIL and U.S. FIRST CLASS MAIL
MichaelB. Verne, Esquire
PremergerNotification Office
Bureauof Competition
FederalTrade Commission
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Re: Acquisition of Exclusive Service Providers bya REIT Dear Mr. Verne:
I am writing to confirm our discussion yesterdayregarding the following proposed transaction (the "Proposed Transaction):
Our client, a real estate investment trust (the"REIT"), is considering a transaction in which the REIT will acquireone-hundred percent of the outstanding voting securities of a corporation thatprovides the REIT business advisory services and of three corporations thatprovide the REIT property management services (collectively, the "ServiceCompanies"). The Service Companies currently provide services exclusivelyto the REIT.
This confirms your advice that the ProposedTransaction is exempt from the premerger notification requirements under theHart-Scott-Rodino Antitrust Improvements Act under the ordinary course ofbusiness exemption.
Please let me know if this does not accuratelysummarize of our discussion or your conclusion.