SEC Division of Corporation Finance no-action letter: Hines Global REIT II, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 26, 2017
Response of the Office of Mergers and Acquisitions Division of Corporation Finance Alice L. Connaughton, Esq. Greenberg Traurig, LLP 2101 L Street, N.W. Suite 1000 Washington, DC 20037 RE: Hines Global REIT II, Inc. Request for No-Action Relief under Rule 13e-4 Dear Ms. Connaughton:
We are responding to your letter dated April 26, 2017, addressed to Ted Yu and Daniel Duchovny, as supplemented by telephone conversations with the staff, regarding your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter. On the basis of the representations and the facts presented in your letter and your view that the proposed transaction does not constitute an issuer tender offer subject to Exchange Act Rule 13e-4, the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rule 13e-4 if the Company repurchases Class I and Class J shares from its stockholders under the New Redemption Plan 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 New Redemption Plan will be fully and
  timely disclosed to all Class I and Class J stockholders. The terms of the New Redemption Plan will be fully disclosed in the prospectus as well as any prospectus used for subsequent offerings, and the repurchase price and NAV per share will always be available on the Company’s website and toll-free information line;
• The Company will not solicit repurchases under the New Redemption Plan other
  than through the prospectus for the Offering and through supplements and amendments thereto disclosing the NAV per share. Stockholders desiring to request repurchase of all or a portion of their shares pursuant to the New Redemption Plan will do so of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company in effectuating repurchases under the New Redemption Plan will be ministerial;

Alice L. Connaughton, Esq.
Greenberg Traurig, LLP

• The shares will be repurchased monthly under the New Redemption Plan at the
  most recently determined NAV per share subject to a discount for the Early Redemption Period. The Company will file supplements and amendments to the registration statement with the Commission with such frequency as is required by the Securities Act, along with current reports and quarterly and annual reports with information disclosing the most recently determined NAV per share and also make information regarding the NAV per share available on its website and toll-free information line;
• Repurchases under the New Redemption Plan will be made on a monthly basis.
  Qualifying stockholders who desire to have their shares repurchased by the Company must have their requests and documentation received by the second to last business day of the applicable month. The repurchase price normally will be paid in cash no later than three business days after the Redemption Date;
• If the Company is unable to repurchase all shares requested to be repurchased
  during a particular month, repurchases under the New Redemption Plan for such month will be made on a pro rata basis;
• Stockholders may withdraw any repurchase request, provided that such a
  withdrawal request must be received by the Company’s transfer agent at least two business days prior to the Redemption Date;
• Material modifications, including any reduction to the monthly or quarterly
  limitations on repurchases, and suspensions of the New Redemption Plan, will be promptly disclosed in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current or periodic report filed by the Company, as well as on the Company’s website;
• There will be no established regular trading market for the Company’s common
  stock. The New Redemption Plan will be terminated if the Company’s shares are listed on a national securities exchange or included for quotation on a national securities market, or in the event a secondary market for the Class I shares or Class J shares develops;
• The New Redemption Plan is intended to remain open indefinitely for the life of
  the Company unless modified, suspended or terminated by the board of directors. The Company’s charter provides that it is formed for an unlimited duration and the Company has no intention of listing its shares for trading on an exchange or other trading market; and
• The New Redemption Plan is open to all Class I and Class J stockholders, subject
  to a discount for the Early Redemption Period.
  The foregoing no-action position is based solely on the representations and the facts presented in your letter dated April 26, 2017 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal

Alice L. Connaughton, Esq.
Greenberg Traurig, LLP securities laws. The relief is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction. The Division expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, this transaction. Sincerely, /s/ Ted Yu Ted Yu Chief, Office of Mergers and Acquisitions Division of Corporation Finance