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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934

February 24, 2011

Kristin A. Klaczek, Esq.
Shefsky & Froelich Ltd.
111 East Wacker, Suite 2800
Chicago, IL 60601

RE: Inland American Real Estate Trust, Inc. Redemption Program

Dear Ms. Klaczek:

We are responding to your letter dated February 24, 2011 addressed to Michele Anderson and Daniel F. Duchovny, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

Based upon your opinion that the Proposed Amended Program does not constitute an issuer tender offer subject to Rule 13e-4, as well as the facts and representations made in correspondence and conversations with the staff, the Division of Corporation Finance, without necessarily concurring with the analysis or conclusions set forth in your letter, will not recommend that the Commission take enforcement action under Rule 13e-4 with respect to repurchases made under the Proposed Amended Program. In issuing this no-action position, the Division of Corporation Finance considered the following facts, among others:

  • that in any consecutive 12-month period, the number of shares of common stock repurchased by the Company under its Proposed Amended Program will not exceed 5% of the aggregate number of issued and outstanding shares of common stock of the Company at the beginning of the twelve month period;
  • there is no trading market for the shares;
  • the repurchase price will be equal to 90% of the most recently disclosed estimated per share value;
  • the Company will only repurchase shares upon the death of a beneficial owner;
  • the Company will give priority to shares subject to valid requests for redemption based on the owner’s date of death;
  • the Company will purchase shares on a pro rata basis if more than one party requests the repurchase of shares based on the same date of death;
  • the Company will accept repurchase requests that are made within one year of the beneficial owner’s date of death, except that the Company will initially accept any repurchase request based on a date of death on or after January 1, 2009;
  • any party whose request is partially fulfilled in a particular calendar quarter due to the Company not having sufficient Amended Program Funds or having satisfied the 5% Limit will have the remainder of his or her shares repurchased in the immediately following calendar quarter with priority over any requests submitted during that following calndar quarter, unless the requesting party withdraws such request;
  • any party requesting repurchase may withdraw his or her repurchase request at any time, up to five business days prior to the Repurchase Date;
  • the Company will purchase validly tendered shares five business days prior to the end of each calendar quarter (the “Repurchase Date”); and,
  • the terms of and any changes to the Proposed Amended Program will be disclosed and disseminated to security holders as described in your letter.

The foregoing no-action position is based solely on the representations and the facts presented in your letter dated February 24, 2011, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules listed above to this transaction. This response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.


Mauri L. Osheroff
Associate Director
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 07/11/2011