February 24, 2011Kristin 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:
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
Division of Corporation Finance