RegAlert2007-06-26
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SEC Division of Corporation Finance no-action letter: Wells REIT II, Inc.
Wells REIT II, Inc. proposes to revise its stock redemption program to eliminate the discretionary cap on redemptions triggered by the death of a shareholder, allowing all such requests to be honored without regard to the annual limits that apply to ordinary redemptions. The company requests no-action relief from the Division of Corporation Finance confirming that these unlimited death redemptions do not constitute an issuer tender offer under Rule 13e-4 and Regulation 14E. The revised program retains all other existing features, including the requirement that shares be held for one year for ordinary redemptions and the application of the 5% or 100% net proceeds limits to non-death redemptions.
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Dennis 0.Garxis DirectDial: 202-756-3852
May 1 1,2007
Ms. Pamela Carmody, Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Wells REIT 11, Inc. Request for No-Action Relief under Rule 13e-4 and Regulation 14E Dear Ms. Carmody:
We are special counsel to Wells Real Estate Investment Trust 11, Inc. (the "Company"). On behalf of the Company, we request that the Division of Corporation Finance ("Division") grant the Company no-action relief under Rule 13e-4 and Regulation 14E promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the redemption of shares under the Company's stock redemption program which will be revised to eliminate the cap on redemptions upon the death of a shareholder ("Death Redemptions"). The Company The Company is a Maryland corporation that operates as a real estate investment trust for federal income tax purposes and currently owns real estate investments. The Company files periodic reports with the Commission as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is currently conducting a continuous public offering scheduled to terminate on November 10, 2007 (the "Offering"). The Company also has a dividend reinvestment plan to facilitate the reinvestment of dividends by the Company's shareholders. The terms of the Company's dividend reinvestment plan are more fully described in the prospectus included in the Company's registration statement filed in connection with the Offering. Shares of the Company's common stock are neither listed on any securities exchange nor, to the Company's knowledge, the subject of bona fide quotes on any interdealer quotation system or electronic communications network. The Company currently does not intend to list its shares on any such exchange, market or system. Further, the
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