SEC Division of Corporation Finance no-action letter: United Realty Trust Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
August 15, 2012
Peter M. Fass, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
Re: United Realty Trust Incorporated Request for No-Action Relief under Rule 13e-4 Dear Mr. Fass:
We are responding to your letter dated August 15, 2012 addressed to Michele M. Anderson and Daniel F. Duchovny, as supplemented by telephone conversations with our staff, regarding your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, a copy ofthat letter is attached to this response. Unless otherwise noted, capitalized terms in this response have the same meaning as in your letter. Based on the facts and representations made in your letter, conversations with our staff, and your opinion that the proposed transaction does not constitute an issuer tender offer subject to Rule 13e-4 ofthe Exchange Act, the Division of Corporation Finance (the "Division") will not recommend that the Securities and Exchange Commission (the "Commission") take 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 relief, we considered the following facts, among others:

• All material information relating to the Repurchase Program will be fully and timely
  disclosed to all stockholders. The terms ofthe Repurchase Program will be fully disclosed in the prospectus, as well as any prospectuses used for subsequent offerings, and, following the NAV Pricing Start date, the NAV per Common Share will always be available on the Company's website and toll-free, automated telephone line;
• The Company will not solicit repurchases under the Repurchase Program other than
  through the prospectus for the Offering and , following the NAV Pricing Start date, prospectus supplements disclosing the NAV per Common Share. The role ofthe Company in effectuating repurchases under the Repurchase Program will be ministerial;
• Prior to the NA V Pricing Start date, Common Shares will be repurchased at a price
  related to, and not exceeding, the public offering price ofthe Common Shares at the time ofrepurchase, and not exceeding the offering price per Common Share under the DRIP;