SEC No Longer Considers 'Tacking' Tacky For REIT Shares
Law360, New York (April 1, 2016, 12:03 PM EDT) -- On March 14, 2016, the staff of the U.S. Securities and Exchange Commission's Division of Corporate Finance issued a no-action letter concluding that, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended safe harbor, the holding period for shares of common stock of a publicly traded real estate investment trust issued in exchange for privately placed units of limited partnership interest (OP units) of the REIT's subsidiary operating partnership (the OP) commenced upon the acquisition of such OP units. The March 2016 no-action letter, which was issued in response to a request submitted by Bank of America NA, Merrill Lynch, Pierce Fenner & Smith Inc. and three law firms seeking interpretative guidance, addressed exchange transactions involving securities of a REIT and its OP organized in an umbrella partnership real estate investment trust (UPREIT) structure....
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