SEC Division of Trading and Markets no-action letter: Cole Credit Property Trust II

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
April 1 1,2007 DIVISION OF
MARKET REGULATION
Lauren Burnham Prevost
Morris, Manning & Martin, LLP

1600 Atlanta Financial Center

3343 Peachtree Road, N.E.
Atlanta, Georgia 30326- 1044
Re: Cole Credit Property Trust 11,Inc.
Request for Exemptive Relief under Rule 102 of Regulation M File No.: TP 07-58 Dear Ms. Prevost:
In your letter dated April 9,2007, as supplemented by conversations with the staff, you request that the Commission grant an exemption from Rule 102 of Regulation M to permit Cole Credit Property Trust II, Inc. (the "REIT") to effect redemptions of shares of its common stock pursuant to its Share Redemption Program. We have attached a copy of your letter to this response to avoid reciting the facts. Unless otherwise noted, terms in this letter have the same meaning as in your letter. Response:
As a consequence of the continuous offerings of the REIT'S shares of common stock, the REIT will be engaged in a distribution of shares of its common stock pursuant to Rule 102 of Regulation M. As a result, bids for or purchases of shares of its common stock or any reference security by the REIT or any affiliated purchaser of the REIT are prohibited during the restricted period specified in Rule 102, unless specifically excepted by or exempted from Rule 102. On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the Commission hereby grants an exemption fiom Rule 102 of Regulation M to permit the REIT to repurchase shares of its common stock under its Share Redemption Program while the REIT is engaged in a distribution of shares of common stock. In granting this exemption, we considered the following facts, among others:
shareholders of the REIT must have held the shares of common stock in the REIT for at least one year to participate in the Share Redemption Program. The one year holding requirement may be waived in the event of a stockholder's bankruptcy; there is no trading market for the REIT's common stock; the REIT will repurchase shares of its common stock at a price lower than, and fixed in relation to, the public offering price of its common stock;