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InvenTrust Properties Corp.

Sept. 11, 2019

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

September 9, 2019

Cathy A. Birkeland, Esq.
Latham & Watkins LLP
cathy.birkeland@lw.com

Re: InvenTrust Properties Corp.
Request for No-Action Relief Under Exchange Act Rule 13e-4

Dear Ms. Birkeland:

We are responding to your letter dated September 3, 2019, addressed to Ted Yu and David Plattner. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of it. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts presented and your opinion that the Repurchase Program does not constitute an issuer tender offer subject to Exchange Act Rule 13e-4, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 13e-4 if the Company repurchases Shares from its stockholders under the Repurchase Program in the manner described in your letter. In issuing this no-action letter, we considered the following facts, among others:

  • all material information relating to the Repurchase Program, including any material changes to the Repurchase Program, will be fully and timely disclosed to all stockholders;
  • the terms of the Repurchase Program will be described in a Current Report on Form 8-K that the Company will file with the Commission, and the NAV per Share will always be available on the Company’s website;
  • the Company will not encourage, invite, solicit, or pressure stockholders to participate in the Repurchase Program, and the role of the Company in effectuating redemptions under the Repurchase Program will be purely ministerial;
  • under the Repurchase Program, the Company will redeem Shares at a specified price per Share up to a maximum during any semi-annual period of 5% of the weighted-average number of Shares outstanding during the prior semi-annual period;
  • stockholders can tender their Shares for repurchase at any time during the period in which the Repurchase Program is open, and stockholders can withdraw tendered Shares at any time by sending written notice to the program administrator at least five business days prior to the applicable repurchase date;
  • no established trading market currently exists for the Shares, and the Repurchase Program will be terminated if the Shares are listed on a national securities exchange or the Company merges with a listed company; and
  • the Repurchase Program is intended to remain open indefinitely, with the Board providing 30 days’ notice to stockholders if it chooses to amend, suspend, or terminate the Repurchase Program.

The foregoing no-action position is based on the representations made to the staff in your request. Any different facts or conditions might require the staff to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the Repurchase Program may raise.

Sincerely,

/s/ Ted Yu

Ted Yu
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance

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