Securities Act of 1933
Section 3(a)(9) and Rule 144

May 29, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that the exemption provided in Section 3(a)(9) of the Securities Act is available, the REIT and the Finance Trust effect the Transaction without registration under the Securities Act. In reaching this position, we note that:

• each Unit of the REIT is “stapled” to one Unit of the Finance Trust to form a single Unit;
   
  
• the “stapled” nature of the Units is required by the Trust Declarations of both the REIT and the Finance Trust; and
   
  
• after the Transaction, Unitholders will continue to hold Units in the REIT and Finance Trust on a “stapled” basis.

In addition, the Division is of the view that such Units distributed will have the same status, as restricted or unrestricted securities for purposes of Rule 144 under the Securities Act, as the exchanged securities did in the hands of holders prior to the Transaction.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/hrrealestate052912-144.htm